---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 13, 2002, Vol. 6, No. 31

                          Headlines

ANC RENTAL: Court Okays Access to $1BB Financing to Buy New Cars
ANC RENTAL CORP: Will Delay Financial Reports Filing with SEC
ADVANTICA RESTAURANT: Operating Loss Jumps to $39.5MM in Q4 2001
AREMISSOFT CORP: Eyeing Chapter 11 as Alternative to Reorganize
BABCOCK & WILCOX: Solvent at Time of Asset Transfers, Court Says

BEYOND.COM: Seeking New Buyer for Gov't Systems Group Business
BEYOND.COM: Digital Wants to Buy Assets But Won't Assume Debts
CHARTER COMMS: Working Capital Deficit Tops $1BB at December 31
CHIQUITA BRANDS: Shows Improved EBITDA in Full-Year 2001
COSERV ELECTRIC: Unit Taps Glass & Assoc. to Secure New Capital

ENRON: Energy Merchants Seek Clarification of UBS Sale Order
ENRON CORP: Arthur Andersen Resigns as EOTT Energy's Auditors
ENRON CORP: Will Restructure Board as Part of Chapter 11 Process
EXIDE TECHNOLOGIES: Expects to Begin Trading on OTCBB on Friday
EXODUS COMMS: Obtains Approval to Hire Richard Ellis as Broker

FEDERAL-MOGUL: Committee Signs-Up Bates White as Consultants
FIRST WAVE MARINE: Closes $10MM Facility with Foothill Capital
FLEETWOOD ENT: Appoints Thomas Pitcher as Interim Board Chairman
FORMICA CORP: Credit Facility Lenders Extend Waiver to Feb. 27
FRANK'S NURSERY: Files Plan & Disclosure Statement in Baltimore

GLENOIT CORP: Wants Lease Decision Deadline Moved to May 6, 2002
GLOBAL CROSSING: Will be Paying Prepetition Employee Obligations
GRAND EAGLE: Trustee Accepting Bids for Assets Until February 22
GUILFORD MILLS: Falls Short of NYSE Continued Listing Standards
HAYES LEMMERZ: Seeks Intercompany Obligations' Priority Status

ICG COMMS: Wins Nod to Assume Tellabs Agreement & Settle Claims
IKS CORP: Court Fixes April 1 Bar Date for Proofs of Claims
IT GROUP: U.S. Trustee Appoints Unsecured Creditors' Committee
KAISER ALUMINUM: Files for Chapter 11 Reorganization in Delaware
KAISER ALUMINUM: Case Summary & 50 Largest Unsecured Creditors

KASPER ASL: Look for Schedules & Statements Around April 7
KMART CORP: Calling for Injunction Against Utility Companies
KMART CORP: A.M. Best Says Insurers' Investment Portfolios Hurt
LERNOUT & HAUSPIE: Seeks OK of Cananwill Premium Financing Pact
MCLEODUSA INC: Seeks Approval to Pay General Unsecured Claims

METALS USA: Committee Intends to Trade in Debtors' Securities
NATIONSRENT: Brings-In Arthur Andersen as Independent Auditors
NET2000 COMMUNICATIONS: Completes Sale of Customer Base Assets
OWENS CORNING: Selling Shielding Assets to Parker for $1.5 Mill.
PACIFIC GAS: Seeks Approval to Spend $136M on Tri-Valley Project

PACIFIC GAS: 'Proposed Decision' Issued to Establish Rate Plan
PACIFICARE HEALTH: Shrugs Off Texas AG's Suit as Lacking Merit
PEOPLEPC INC: Vivendi and @viso Disclose 19.9% Equity Stake
PRECISION PARTNERS: S&P Takes Actions Over New $75MM Facility
PSINET INC: Court Extends Lease Decision Period Until July 26

ROMACORP INC: S&P Places Low-B Ratings on Watch Negative
RURAL/METRO: Employee Stock Plan Reports 5.2% Equity Stake
SAFETY-KLEEN CORP: Proposes Claim Objection Settlement Protocol
SEPRACOR: Offering $500MM 5-3/4% Convertible Subordinated Notes
SPHERA OPTICAL: Commences Reorganization Under Chapter 11

STANDARD AUTOMOTIVE: Appoints John Elliott to Lead Restructuring
STOCKWALK GROUP: Sells Online Trading Unit for $1.25MM + Shares
TRANSIT GROUP: PricewaterhouseCoopers Bows Out as Auditors
WASH DEPOT: Wants Exclusive Period to Run through May 29
WESTERN WIRELESS: Stanton & Gillespie Disclose 9.7% Equity Stake

WORLD WIDE WIRELESS: Esquire Finance Reports 9.99% Equity Stake
ZANY BRAINY: Lease Decision Extension Hearing Set for Feb. 26

* Meetings, Conferences and Seminars

                          *********

ANC RENTAL: Court Okays Access to $1BB Financing to Buy New Cars
----------------------------------------------------------------
ANC Rental Corporation won court approval Wednesday, February 6,
of its agreement with MBIA Insurance Corporation to use up to $1
billion of financing capacity by ARG Funding Corporation, a
wholly-owned subsidiary of ANC, to purchase new vehicles. MBIA
insures a portion of the debt issued by ARG Funding Corporation,
which is ANC's domestic fleet financing subsidiary.

"This was a critical step in our restructuring efforts. It keeps
us competitive and allows us to buy up to 50,000 vehicles now
when travel is picking up. We are very appreciative of the
continued confidence of MBIA and our creditors committee," said
Larry Ramaekers, chief operating officer and president of ANC
Rental Corporation.

The company has begun placing orders for delivery in early March
as it begins to ramp up for the spring and summer season when
car rental volume peaks. ANC has reached an agreement with
several major automobile manufacturers, including GM, Chrysler,
Mitsubishi, Toyota, among others, to supply it with vehicles.

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.2 billion in 2001. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries. Its more than 17,000 associates serve
customers worldwide with an average daily fleet of approximately
271,000 automobiles.


ANC RENTAL CORP: Will Delay Financial Reports Filing with SEC
-------------------------------------------------------------
ANC Rental Corporation will not be filing timely financial
reports with the SEC because, as stated by the Company:  "On
November 13, 2001, ANC Rental Corporation, and certain of its
U.S. subsidiaries, including Alamo Rent-A-Car, LLC, National Car
Rental Systems, Inc. and Spirit Rent-A-Car, Inc. d/b/a Alamo
Local, filed voluntary petitions for relief under chapter 11 of
title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware (Case No. 01 -
11200). The Debtors continue to manage their properties and
operate their businesses as "debtors-in-possession" under the
jurisdiction of the Bankruptcy Court and in accordance with the
provisions of the Bankruptcy Code.

Since the Petition Date, the Company's remaining accounting and
financial staff, who are critical to the preparation of the Form
10-Q and Form 10-K, have been primarily engaged in dealing with
bankruptcy related matters and, together with the Company's
advisors, formulating a substantially modified business strategy
to promptly formulate and consummate a reorganization plan. The
development and implementation of the Company's chapter 11
reorganization include not only the onerous administration of
the chapter 11 case, but also, among other burdens, preparing
detailed financial budgets and projections, formulating and
preparing disclosure materials required by the Bankruptcy Court,
reconciling and resolving proofs of claim, analyzing accounts
payable and receivable, assembling data for the valuation and
schedule of the Company's assets and liabilities and statement
of financial affairs to be filed with the Bankruptcy Court,
seeking financing, and preparing the monthly operating reports
for the Bankruptcy Court and United States Trustee. In
light of the significant resources and time dedicated by the
Company's accounting and financial staff to such chapter 11
filing, the Company has been unable to prepare its quarterly
report on Form 10-Q for the period ending September 30, 2001 and
will be unable to prepare its annual report on Form 10-K for the
period ending December 31, 2001."

The Company indicates that it anticipates a decline in revenue
and results from the same period of the prior year.


ADVANTICA RESTAURANT: Operating Loss Jumps to $39.5MM in Q4 2001
----------------------------------------------------------------
Advantica Restaurant Group, Inc. (OTCBB: DINE), reported results
for its fourth quarter and year ended December 26, 2001.

Nelson J. Marchioli, Advantica's president and chief executive
officer, said, "Reflecting on my first year with Denny's, we
focused on returning to the basics of restaurant operations,
including building the foundation for improved store-level
profitability; fine tuning our restaurant portfolio by
evaluating for closure unprofitable restaurants; and taking
initiatives to reverse the long-term trend of declining customer
counts. Although I am pleased we have made progress with these
challenges, we still have a long way to go before I will
consider our work a success.

"Customer counts benefited during the second half of the year
from targeted value promotions, including a nationwide coupon
drop that contributed to increased sales in the fourth quarter.
We must continue to improve the customer's overall experience to
ensure customer count gains continue and are sustained. To help
accomplish this goal, we implemented initiatives to improve
customer service. For example, we realigned our incentive
programs to better reward service improvements and invested more
dollars into store-level labor. In addition, we reinvested
significantly in our restaurant facilities in 2001, spending $41
million in capital expenditures and $28 million for repairs and
maintenance.

"As part of our restaurant evaluation process, we make a
determination as to which restaurants can achieve a level of
profitability to warrant further capital expenditures. During
the fourth quarter this process led us to identify 20
underperforming Denny's restaurants for closure, in addition to
the 63 units identified earlier in the year. Also during the
fourth quarter, we implemented a previously announced
restructuring plan to eliminate approximately 90 out-of-
restaurant support staff positions to reduce future general and
administrative expenses. All of these steps were taken to
enhance Denny's competitive position long term," Marchioli
concluded.

                    Fourth Quarter Results

Revenue at Denny's company-owned restaurants for the fourth
quarter of 2001 decreased to $224.4 million from $251.0 million
in the prior year as a result of a 115-unit net reduction in
company restaurants, partially offset by a 3.4 percent increase
in same-store sales. The reduction in company restaurants since
the end of last year included 59 refranchising transactions and
the closing of 61 underperforming stores. Denny's EBITDA
decreased to $27.0 million from $43.2 million in the prior year
quarter. The decrease in EBITDA was primarily attributable to
$11.7 million less in refranchising gains and, to a lesser
extent, the lower company restaurant base and reduced operating
margins. Higher company restaurant operating costs as a
percentage of sales were attributable to additional store-level
labor and benefits as well as continued increases in repairs and
maintenance expenditures. Higher occupancy costs as a percentage
of sales were due to an adjustment that lowered general
liability insurance expense by $3.5 million in the prior year
quarter.

Franchise and licensing revenue increased approximately 7.0
percent to $22.5 million compared with $21.0 million in the
prior year quarter, while franchise operating income increased
to $12.9 million from $7.7 million in last year's quarter. The
increase in franchise revenue resulted from a net 42-unit
increase in franchised and licensed units compared with the
prior year quarter. In addition to the unit increase, the
improvement in franchise operating income is attributable to
$2.4 million of bad debt expense recorded in last year's
quarter. During the quarter, the Denny's system opened 13
restaurants and closed 40, resulting in 1,749 restaurants at the
end of the fourth quarter.

The Company reported a loss from continuing operations for the
quarter of $39.5 million, compared with last year's fourth
quarter loss of $26.6 million. This year's fourth quarter
results include amortization of excess reorganization value of
$6.9 million compared with $10.5 million last year. Also, this
year's fourth quarter results include a restructuring charge of
$8.4 million compared with a similar charge of $5.3 million
last year. The charge this year reflects severance and other
costs related to the Company's elimination of out-of-restaurant
support staff in the fourth quarter as well as the planned
closure of underperforming stores. Also, this year's fourth
quarter results include an impairment charge of $5.3 million
compared with a similar charge of $6.4 million last year. The
charge this year reflects a writedown for underperforming
restaurants, including the units identified for closure.

EBITDA is defined by the Company as operating loss before
depreciation, amortization and charges from restructuring and
impairment. The Company's measure of EBITDA as defined may not
be comparable to similarly titled measures reported by other
companies.

                      Full Year Results

Revenue at Denny's company-owned restaurants for fiscal 2001
decreased to $949.2 million from $1,080.6 million in the prior
year. A 2.7 percent increase in same-store sales was offset by
fewer company-owned units. Franchise and licensing revenue
increased to $90.5 million in 2001 compared with $74.6 million
in the prior year. The increase in franchise revenue resulted
from additional franchised and licensed units compared with the
prior year. Denny's EBITDA decreased to $135.1 million from
$172.3 million in the prior year. The lower EBITDA primarily
resulted from reduced gains on fewer refranchising transactions.

For the year ended December 26, 2001, the Company reported a
loss from continuing operations of $96.3 million compared with
last year's loss of $82.5 million. This year's results reflect
restructuring and impairment charges of $30.5 million, while the
loss last year included similar charges of $19.0 million. This
year's results include amortization of excess reorganization
value of approximately $28.7 million compared with $42.1 million
last year.

On December 26, 2001, Advantica's $200 million credit facility
had outstanding revolver advances of $58.7 million compared with
no outstanding balances at year end 2000. The revolver advances
primarily result from Advantica's satisfaction of the
Coco's/Carrows credit facility guarantee in January 2001.
Outstanding letters of credit decreased to $52.2 million from
$65.3 million at year end 2000, leaving a net availability of
$89.1 million at the end of 2001.

                       Systemwide Sales

For the fourth quarter ended December 26, 2001, Denny's
systemwide sales, which include sales from company-owned,
franchised and licensed restaurants, increased to $553 million
compared with $547 million in the prior year quarter. This
increase is attributable to a 2.4 percent gain in systemwide
same-store sales, which reflects an increase of 3.4 percent at
company units and 1.4 percent at franchised units. The same-
store sales gain is partially offset by a 73-unit net reduction
in total systemwide Denny's restaurants since the end of the
same period last year.

Denny's systemwide sales for the year ended December 26, 2001
increased by approximately 3 percent to $2.30 billion compared
with $2.23 billion in the prior year. This increase is primarily
attributable to a full-year increase in systemwide same-store
sales of 1.7 percent, which reflects an increase of 2.7 percent
at company units and 0.8 percent at franchised units.

                     Discontinued Operations

FRD Acquisition Co., an Advantica subsidiary and the parent of
Coco's and Carrows, is classified as a discontinued operation
for financial reporting purposes. On February 14, 2001, FRD
filed a voluntary Chapter 11 bankruptcy petition to facilitate
the divestiture of Coco's and Carrows. FRD (the debtor),
Advantica (the equity holder), Denny's (the senior secured
lender) and the Official Committee of the Unsecured Creditors of
FRD have reached an agreement in principle for the global
resolution of various disputes relating to the administration of
the FRD estate and to jointly support a plan of reorganization.
This agreement in principle, once in final form, will be made
publicly available. It will be subject to various terms and
conditions, and, in particular, approval by the bankruptcy
court.

During the fourth quarter, revenue at FRD declined to $85.9
million from $91.6 million in the prior year quarter. EBITDA at
FRD decreased to $7.4 million versus $9.0 million in the prior
year quarter.

FRD's revenue for fiscal year 2001 declined to $350.9 million
from $371.1 million in the prior year. EBITDA at FRD decreased
to $25.2 million from $35.7 million in the prior year.

The Board of Directors of Advantica has set Wednesday, May 22,
2002 as the date for the 2002 Annual Meeting of Advantica
Shareholders.

Advantica Restaurant Group, Inc. is one of the largest
restaurant companies in the United States, operating over 2,300
moderately priced restaurants in the mid-scale dining segment.
Advantica owns and operates the Denny's, Coco's and Carrows
restaurant brands. At Sept. 26, 2001, the company's upside-down
balance sheet showed a total shareholders' equity deficit of
$295 million, and a working capital deficiency of about $127
million.

For further information on the Company, including news releases,
links to SEC filings and other financial information, please
visit Advantica's Web site: http://www.advantica-dine.com

DebtTraders reports that Advantica Restaurant Group's 11.250%
bonds due 2008 (ADVRES1) are trading between 73 and 76. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADVRES1for
real-time bond pricing.


AREMISSOFT CORP: Eyeing Chapter 11 as Alternative to Reorganize
---------------------------------------------------------------
AremisSoft Corporation (Pink Sheets:AREM), and its wholly owned
subsidiary, SoftBrands, Inc., provided an update on the status
of the outstanding AremisSoft legal and regulatory issues
outlined in the filing of its SEC Form 8-K on January 29, 2002,
its SEC Form 8-K on February 11, 2002, and in an open letter to
shareholders made available on the Company's Web site --
http://www.softbrands.comor http://www.aremissoft.com

The Company said it is continuing to cooperate with the SEC in
its investigation. Information on the SEC investigation has
previously been made public in the form of press releases and
Form 8-K filings with the SEC.

The Company also disclosed that it has dismissed PKF,
AremisSoft's former independent auditor, and is actively
interviewing prominent international public accounting firms as
potential replacements. The Company said it hopes to complete
the selection process shortly to provide an independent auditor
to SoftBrands.

AremisSoft disclosed that it has retained legal and consulting
services to assist it in finding strategic solutions to the
current legal and financial reporting issues facing the Company.
Management and the board intend to consider all available
alternatives, including a voluntary reorganization plan under
the protection of Chapter 11 of the U.S. Bankruptcy Code. The
Company added that any such reorganization would be directed at
settling outstanding litigation in a way that preserves and
creates shareholder value.

As noted in its December 4, 2001 Form 8-K filing, vital
financial information is missing and unavailable from the books
and records of AremisSoft's Emerging Markets Group and its
Cyprus-based corporate operation. Consequently, AremisSoft has
been unable to issue current financial statements or to restate
prior period financial statements. Management expressed its
belief that missing financial and historical operating
information make it impossible to complete the audit of
AremisSoft. The forensic accounting services of Deloitte &
Touche, now concluded, were invaluable in the efforts to better
understand these issues.

The Company noted that the October 2001 creation of SoftBrands
was an important step in consolidating the Company's ongoing
vertical-market software businesses under a single corporate
brand name. At that time, the Company publicly announced its
business strategy intended to transform SoftBrands into a world
class software company. It also added that implementation of
this strategy is on track, noting that SoftBrands, not
AremisSoft, would become the primary source of shareholder value
in the future.

George Ellis, chairman and chief executive officer, said,
"SoftBrands was created to consolidate the Company's core
software businesses and to segregate those healthy operations
from the legacy of legal and financial reporting issues facing
AremisSoft. SoftBrands is focused exclusively on the enterprise
application software market and will pursue future growth both
internally and through selective acquisitions. SoftBrands'
mission is to help its customers preserve their substantial
investment in core enterprise systems by providing them with
essential product enhancements."

In December 2001, the Company added another veteran software
executive to the corporate management team, bringing on Jim
Johnson as senior vice president & chief technology officer. Mr.
Johnson, an international software veteran, is responsible for
the strategic utilization of the Company's software development
resources and is charged with ensuring that the Company remains
competitive in the years ahead.

"Jim has been around the software business since 1976 and has
held positions of significant responsibility at Sterling
Software, Inc. and Sterling Commerce, Inc.," stated Mr. Ellis.
"With an experienced and savvy hand like Jim's at the helm of
our development team, I believe we have the leadership in place
to build a world-class software company."

The Company offered investors some general guidance on the
revenue outlook for 2002. Striking a tone of cautious optimism,
Mr. Ellis said he expects SoftBrands to generate revenue of
approximately $80 million in 2002, and offered to provide
additional guidance once AremisSoft's outstanding legal and
reporting issues were resolved.

AremisSoft, through its wholly owned subsidiary SoftBrands,
develops, markets, implements and supports enterprise-wide
applications software targeted at mid-sized organizations in the
manufacturing and hospitality industries. The company's software
products help streamline and enhance an organization's ability
to manage and execute mission-critical functions such as
accounting, purchasing, manufacturing, customer service and
sales and marketing. For more information on SoftBrands access
its Web site, http://www.softbrands.com


BABCOCK & WILCOX: Solvent at Time of Asset Transfers, Court Says
----------------------------------------------------------------
In a ruling filed Friday in the U.S. Bankruptcy Court for the
Eastern District of Louisiana, Judge Jerry A. Brown found The
Babcock & Wilcox Company (B&W), a unit of McDermott
International, Inc. (NYSE:MDR), was solvent at the time certain
assets were transferred from B&W to its parent, Babcock & Wilcox
Investment Company, in 1998.

In his judgment, Judge Brown stated The Babcock & Wilcox Company
"was solvent under the Louisiana revocatory action on July 1,
1998."

The text of the ruling is available at http://www.mcdermott.com

The transferred assets that are the subject of Judge Brown's
ruling include BWX Technologies, which makes up McDermott's
Government Operations segment, and McDermott Technology, Inc.
and Hudson Products Corporation, which are in McDermott's
Industrial Operations segment. Also involved was the
cancellation of a note receivable from BWICO to B&W and the
transfer of Tracy Power, a dormant shell corporation whose only
asset was a note receivable from BWICO.

McDermott International, Inc. is a leading worldwide energy
services company. The Company's subsidiaries manufacture steam-
generating equipment, environmental equipment, and products for
the U.S. government. They also provide design, engineering,
fabrication and installation services to the oil and natural gas
industries for offshore production facilities and pipelines.

                         *   *   *

DebtTraders reports that on Monday, McDermott International
Inc., posted a fourth quarter loss of $42.9 million, compared to
a loss of $25.5 million in the same period a year earlier. The
Company reported a net loss of $20 million for the full year
versus a net loss of $22.1 million a year ago. In addition,
revenues for the full year increased to $1.97 billion from $1.88
billion.

Also, the report says that McDermott had previously stated that
if it was forced to return assets to its bankrupt unit, the
Company might have difficulty meeting a $225 million interest
payment in March. DebtTraders analysts Daniel Fan, CFA, and
Blythe Berselli, CFA, advise that McDermott Inc.'s 9.375% bonds
due in 2002 was last quoted at a price of 99.0. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MCDTfor
real-time bond pricing.


BEYOND.COM: Seeking New Buyer for Gov't Systems Group Business
--------------------------------------------------------------
Beyond.com Corporation (Nasdaq:BYND) said its agreement to sell
substantially all assets and customer contracts to Digital
River, Inc. has been amended.

In the original acquisition agreement, Digital River agreed to
acquire substantially all assets of Beyond.com's eStores and
Government System Group businesses. Because certain closing
conditions related to the acquisition of the Government System
Group business could not be met, Beyond.com and Digital River
have amended the agreement to provide that only Beyond.com's
eStores business will be acquired by Digital River. The amended
offer remains subject to bankruptcy court approval and certain
other conditions.

Under the terms of the amended agreement, Digital River has
agreed to acquire substantially all of the assets and customer
contracts related to Beyond.com's eStores business in exchange
for $4,010,000 in Digital River common stock, subject to certain
escrow and sale restrictions and certain resale registration
rights. The agreement also provides Beyond.com a potential earn-
out for an additional $1,850,000 in Digital River common stock
upon the achievement of certain milestones, and provides for
purchase price reductions in certain events.

Beyond.com is now looking for a new buyer for its Government
Systems Group business. The purchase of Beyond.com's Government
Systems Group would be subject to bankruptcy court approval.
Last month, Beyond.com Corporation filed a voluntary petition
for relief under Chapter 11 of the U.S. Bankruptcy Code.

Beyond.com Corporation is a leading provider of e-commerce
technology and services. The company builds, manages and markets
online stores (eStores) for businesses. Beyond provides a full
suite of marketing programs and services to help maximize
clients' eStore sales activities and revenues. The company also
sells software and computer-related products to the government
and consumer markets. More information on the company can be
found in its filings with the Securities and Exchange Commission
(SEC), or by visiting http://www.beyond.com


BEYOND.COM: Digital Wants to Buy Assets But Won't Assume Debts
--------------------------------------------------------------
Digital River, Inc. (Nasdaq:DRIV), a leading global e-commerce
outsource provider, announced it has amended its agreement to
acquire certain assets of Beyond.com Corporation (Nasdaq:BYND),
a leading provider of e-commerce technology and services.

In the original acquisition agreement, Digital River agreed to
acquire certain assets of Beyond.com's eStores and Government
Systems Group. Because certain closing conditions related to the
acquisition of the Government Systems Group could not be met,
Digital River elected not to acquire that portion of
Beyond.com's business. The new agreement provides that only
Beyond.com's eStores business will be acquired by Digital River.

Under the terms of the new agreement, Digital River is not
assuming liabilities of Beyond.com other than obligations under
the Beyond.com client contracts. Additionally, Digital River
believes that the capital requirements to support the acquired
business will be substantially lower now that Beyond.com's
Government Systems business has been excluded from the amended
agreement. Digital River has agreed to acquire substantially all
of the assets and customer contracts related to Beyond.com's
eStores business in exchange for $4,010,000 in Digital River
common stock, subject to certain escrow and sale restrictions
and certain resale registration rights. The agreement also
provides Beyond.com the opportunity for an earn-out of an
additional $1,850,000 in Digital River common stock, and
provides for purchase price reductions in certain events.
Further terms of the acquisition were not disclosed.

In the original agreement, the purchase price to buy both
Beyond.com's eStore and Government Systems businesses was $11
million, of which $3.5 million was cash and $7.5 million was
Digital River common stock. Additionally, the original agreement
would have given Beyond.com the opportunity for an earn-out of
an additional $1.5 million in Digital River common stock and
provided for purchase price reductions in certain events.

The amended offer remains subject to bankruptcy court approval
and certain other conditions. Beyond.com has filed for chapter
11 bankruptcy protection.

Founded in 1994, Digital River is a leading global e-commerce
outsource provider, offering more than 13,000 companies complete
e-commerce systems and services. The company's world-class
infrastructure and professional services are proven to grow
businesses quickly and profitably while reducing risk. Digital
River's commerce services include e-commerce strategy, site
development and hosting, order and transaction management,
system integration, product fulfillment and returns, e-marketing
and customer service. Digital River's clients include Symantec,
Motorola, Fujitsu, 3M, Siemens, Polaris, Major League Baseball,
Novell, Autodesk, SONICblue, Adaptec and Staples.com. For more
details about Digital River, visit the corporate Web site at
http://www.digitalriver.comor call 952-253-1234.


CHARTER COMMS: Working Capital Deficit Tops $1BB at December 31
---------------------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR), reported revenue
growth that exceeded its guidance, and cash flow growth at the
top of its estimated range for the year 2001. These results were
highlighted by the addition of a near record number of new cable
modem customers during the fourth quarter.

During a conference call Monday morning, Charter President and
CEO Carl Vogel provided an overview of his first 100 days at the
helm of the nation's fourth largest broadband communications
company, financial results for the year 2001, and guidance for
the year 2002.

"Charter will maintain its decentralized operating philosophy;
take a responsible approach to internal customer growth, placing
additional focus on the sale of advanced services; maintain a
strong emphasis on revenue generating units (RGU's) given our
multiple product offerings; and maintain leadership in the
continuing rollout of interactive services and advanced set top
devices over our robust broadband platform," Mr. Vogel said.

           Demand for Advanced Services Remains Strong

Mr. Vogel said that at the close of 2001, Charter had almost
645,000 data customers, exceeding previously stated guidance of
630,000. "We narrowly missed having the largest increase ever in
cable modem customers during the fourth quarter, adding some
100,000 Charter Pipeline customers, no matter that our marketing
efforts were impacted by the @Home bankruptcy. We're confident
in continued consumer demand for this product. I believe we
could double the number of cable modem customers in 2002."

During the fourth quarter of 2001, the Company successfully
converted about 145,000 cable modem customers from service with
the bankrupt ISP @Home to Charter Pipeline. Mr. Vogel said the
transition process was quick and handled internally, with
virtually no churn as a result of customer service issues or the
inconvenience of changing e-mail addresses.

As of December 31, 2001, Charter Digital Cable customers totaled
2,144,800, with fourth quarter weekly additions averaging
approximately 15,000 installations per week. "Charter continues
to experience strong demand for its digital video service,
resulting in industry leading penetration. As we continue to add
interactive products like video on demand (VOD), and personal
interactive channels, we see enhanced customer satisfaction,
reduced digital churn, and improved retention levels," Mr. Vogel
said.

Mr. Vogel said Charter's marketing efforts are directed to
attract new advanced services customers by selling a Charter
bundle. "This is our triple play of digital video, data, and
interactivity, which we'll price in a good-better-best scenario
because of our unique ability within the industry to sell
Internet access at varying speed levels.

It will serve us well in today's highly competitive marketplace
against satellite, with its limited, single dimension product
offerings."

              Fourth Quarter Financial Highlights

Revenue during the fourth quarter of 2001 increased 13.6% to
$1.1 billion, and operating cash flow increased 11.0% to $502.6
million compared to pro forma results for the fourth quarter of
2000, before a special charge including the @Home conversion of
$17.6 million. Year-end 2001 pro forma revenue was over $4.1
billion, up 14.0% from pro forma 2000 revenue of $3.6 billion.
Pro forma operating cash flow increased 10.9% from $1.65 billion
to $1.83 billion for 2001, before a special charge including the
@Home conversion of $17.6 million.

                         Looking Ahead

In 2002, Charter expects revenue to grow between 12.0% and 14.0%
compared to pro forma 2001 results. Operating cash flow growth
is expected to range between 11% and 13%.

Charter expects to add approximately 1,100,000 to 1,200,000
RGU's in 2002. These RGUs will be comprised of basic, digital
and cable modem customers. While the Company expects no
meaningful increase in basic customers in 2002, Mr. Vogel said
they expect to add 550,000 to 600,000 Charter Digital Cable
customers. Cable modem marketing efforts will increase in 2002
as more plant miles are upgraded to two-way interactivity.
Charter Pipeline customers are anticipated to increase by
550,000 to 600,000, nearly doubling that customer base. VOD
launches are planned for 17 additional markets in 2002. Mr.
Vogel said he expects about half of Charter's digital customers
will have access to VOD technology by the end of 2002.

Charter Communications, a Wired World company, is among the
nation's largest broadband communications companies, currently
serving some 7 million customers in 40 states. Charter provides
a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform marketed under the Charter Digital Cable
brand and high-speed Internet access via Charter Pipeline.
Commercial high-speed data, video and Internet solutions are
provided under the Charter Business Networks? brand. Advertising
sales and production services are sold under the Charter Media?
brand. At December 31, 2001, the company reported a working
capital deficit of about $1 billion.

DebtTraders reports that Charter Comm Holdings LLC's 10.250%
bonds due 2010 (CHTR4) are trading slightly above par, from
101.5 to 102.5. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHTR4


CHIQUITA BRANDS: Shows Improved EBITDA in Full-Year 2001
--------------------------------------------------------
Chiquita Brands International, Inc., reported that earnings
before interest, taxes, depreciation and amortization and before
reorganization costs and other unusual charges (EBITDA) for 2001
was $155 million compared to $145 million in 2000.  The
improvement in results occurred in the Company's Fresh Produce
business primarily as a result of higher European banana pricing
and volume. The benefit of the higher pricing and volume more
than offset the substantial negative effect on earnings
resulting from weak European currencies in relation to the U.S.
dollar.  The Company's Processed Foods operating results
declined primarily due to lower pricing on canned vegetables
throughout the year, as the industry was reducing inventory
levels.

Fourth quarter EBITDA improved to $20 million in 2001 from a
loss of $16 million in 2000, primarily as a result of higher
banana pricing in both Europe and North America, higher banana
volume in Europe, and lower Fresh Produce delivered costs.

Net sales for the year of $2.2 billion were comparable to the
prior year and, for the fourth quarter, increased $32 million to
$561 million.  For the year, sales increases due to higher
banana pricing and volume were offset by the effect of weak
European currencies and prior year divestitures.  The fourth
quarter increase occurred primarily as a result of higher
pricing and volume in Fresh Produce.

Interest expense in 2001 of $122 million included $78 million of
interest on parent company debt that was accrued but not paid
due to the Company's debt restructuring.

For 2001, the Company reported a loss of $57 million before $62
million of reorganization costs and other unusual items.  For
the fourth quarter, Chiquita reported a loss of $27 million
before $47 million of reorganization costs and other unusual
items.  Net loss for the full year 2001 was $119 million, and
the net loss for the fourth quarter of 2001 was $74 million.

Reorganization costs were $34 million during 2001 ($27 million
during the fourth quarter) and included professional fees and
the write-off of parent company debt issue costs.  The other
unusual charges of $28 million ($20 million during the fourth
quarter) were primarily associated with the closure of farms, a
third quarter labor strike and related labor issues at the
Company's Armuelles, Panama banana production division.  As
previously reported, the Company closed non-competitive farms
that represented about 20% of this division and has reached
agreement with the local labor union regarding work practices
that should lead to gradual improvements in productivity, cost
and quality in the remaining farms.

In 2000, the Company reported a loss of $75 million before $20
million of charges and write-downs of production and sourcing
assets in the Company's Fresh Produce operations.  For the 2000
fourth quarter, Chiquita reported a loss of $69 million before
the charges and write-downs.  The Company's net loss for the
full year 2000 was $95 million, and the net loss for the fourth
quarter of 2000 was $89 million.

As previously reported, the Company filed a Pre-Arranged Plan of
Reorganization in late November under Chapter 11 of the U.S.
Bankruptcy Code in Federal Court in Cincinnati.  The Company's
Plan is scheduled for a confirmation hearing in Federal Court in
Cincinnati on March 8, 2002.  The Plan will reduce Chiquita's
debt and accrued interest by more than $700 million and its
future annual interest expense by about $60 million.  The
Chapter 11 Plan involves a reorganization of only the publicly-
held debt and equity securities of Chiquita Brands
International, Inc., which is a parent holding company without
any business operations of its own.  The Plan does not affect
the Company's business operations, which are conducted by
independent subsidiaries that generate positive cash flow and
have access to their own credit facilities.  These subsidiaries
continue to operate normally.

Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and processed
foods.

DebtTraders reports that Chiquita Brands' 10.250% bonds due 2006
(CQB4) are trading between 87.75 and 88.75. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CQB4for
real-time bond pricing.


COSERV ELECTRIC: Unit Taps Glass & Assoc. to Secure New Capital
---------------------------------------------------------------
CoServ Gas, Ltd., announced that it has retained the firm of
Glass & Associates, Inc., to help the company secure additional
capital or a purchaser on an expedited basis.

"Prior to now, CoServ Gas' activities were funded by its
revenues or a loan facility with the National Rural Utilities
Cooperative Finance Corporation. In light of the recent Chapter
11 filing by our parent company, CoServ Electric, and its
struggles with CFC, CoServ Gas must move quickly to find
additional capital or a purchaser to continue its business
plan," said Curtis Trivitt, vice president. "We have engaged
Glass & Associates because the firm has a proven record of
completing transactions for companies similar to ours on an
accelerated time frame, and because we believe their approach
will produce the best possible outcome in helping us achieve our
business plan."

CoServ Gas has not been included in the Chapter 11
reorganization process under which various other CoServ
companies are now operating. Those CoServ companies voluntarily
sought Chapter 11 protection on Nov. 1, 2001, and Feb. 1, 2002,
after continued negotiations between CoServ Electric and CFC
failed to result in a satisfactory resolution of the significant
differences between the two companies.

CoServ Gas will continue to provide high levels of service to
its approximately 11,000 gas customers in North Texas.

For nearly 65 years, CoServ Electric has provided dependable,
affordable electric power to thousands of customers in the North
Texas area. In 1998, the company expanded both its service area
and its service offerings to include a broad range of services.
CoServ currently provides a wide variety of services, including
electric, gas, telephone, cable television, security and
Internet to several counties in North Texas. Additionally,
CoServ has provided financial support for real estate
developments in the area and stimulated growth in the North
Texas region. Further information on CoServ and CoServ Gas is
available at http://www.coserv.com


ENRON: Energy Merchants Seek Clarification of UBS Sale Order
------------------------------------------------------------
The Ad Hoc Committee of Energy Merchants, which consists of
certain creditors organized to protect the interests of
creditors of Enron's energy trading business, tells the Court
that there is a need to clarify the order approving the sale of
Enron's Wholesale Trading Business to UBS AG.

John S. Willems, Esq., at White & Case LLP, in New York,
recounts that there was confusion at the sale hearing regarding
the Debtors' book of commodities and financial contracts.

At one point, Mr. Willems notes, reference was made to a
statement made by Debtors' counsel prior to the Sale Hearing
that the aggregate value of all contracts in the Trading Book
exceeded $13,000,000,000 of "in the money contracts" and
approximately $8,000,000,000 of "out of the money" contracts,
suggesting an aggregate net value of the entire Trading Book of
$5,000,000,000.

At another point, Mr. Willems says, testimony was offered that
the value of the Debtors' open physical contracts was
approximately $1,300,000,000, after applying an undisclosed
discount factor.

"These two valuations do not refer to the same thing at two
different points in time," Mr. Willems observes.  The first
value ($5,000,000,000) refers to all contracts in the Trading
Book while the second valuation ($1,300,000,000) did not.  Mr.
Willems explains that the second valuation excluded all active
contracts that will become open in the future, all non-physical
contracts, and all terminated contracts, whether "in the money"
or not.

Furthermore, Mr. Willems adds, the potential confusion regarding
the value of the Debtors' active contracts was exacerbated by an
inaccurate representation made on behalf of the Official
Committee that the number and value of open contracts are likely
to diminish quickly.

To the contrary, Mr. Willems asserts that the number and value
of the Debtors' open contracts is likely to increase, absent
predatory attack.  "Because the Debtors' trading operation has
all but ceased, it follows that the number of open positions are
likely to increase as obligations become due," Mr. Willems
states.

According to Mr. Willems, the exclusion of the Ad Hoc Committee
from participation continued to hinder an efficient and well-
tailored resolution of the Transaction even after the Sale
Hearing.  The Ad Hoc Committee asked for the opportunity to
review the Debtors' redraft of the Sale Order prior to its
submission to the Court for approval.  But this request was
ignored.

                  Protect The Trading Book

The Ad Hoc Committee is concerned that the Sale Order does not
reflect UBS' representations regarding its future trading
activities with respect to the Trading Book.

Thus, Ad Hoc Committee suggests that the Sale Order should be
amended to clarify that UBS' representations are enforceable
provisions of the agreements and that UBS is obligated to
implement the trading procedures it promised.  Specifically, the
Ad Hoc Committee emphasizes that the Sale Order should be
amended to clarify that:

  (i) the Court relied upon representations made by UBS
      regarding trading procedures it will implement to protect
      the Trading Book,

(ii) UBS shall adopt and enforce policies which prohibit its
      employees, agents or affiliates from:

      (a) speaking with any counterparty to a contract of the
          Debtors about a contract to which a Debtor is a party,

      (b) taking any action to attempt to terminate an existing
          contract to which a Debtor is a party, or

      (c) using any confidential information related to the
          Wholesale Trading Business to the detriment of the
          estate of the Debtors, and

(iii) the Debtors shall issue to UBS policies and directives
      that prohibit the use of confidential information of the
      Debtors that relate to the assets which are the subject of
      the Transaction and that UBS shall abide by such policies
      and directives.

In addition, the Ad Hoc Committee asserts that the Sale Order
should be modified to provide a mechanism to police UBS' pledge
and the Court should order the immediate appointment of an
independent third party to:

    (i) monitor confidential trading information of UBS and the
        Debtors, and

   (ii) report to the Court any reasonable determination that
        trading activity by NetCo has materially diminished the
        value of the Trading Book.

To date, Mr. Willems points out that the Debtors have withheld
information related to the Trading Book at every opportunity.
"The Trading Book is simply too important to the estate for the
Court and the creditors to rely solely on self-policing by the
Debtors and NetCo," Mr. Willems explains.

Accordingly, Mr. Willems insists that the third-party monitoring
should commence as soon as NetCo begins trading.  "If the
monitoring is delayed until after NetCo has already engaged in
substantial trading, it will be too late for the Debtors to take
steps to protect the Trading Book against any NetCo trading
activities that breach UBS' representations," Mr. Willems
explains.

             The Court's Findings Are Inconsistent

The Ad Hoc Committee contends that the Court's findings
regarding the status and value of the Trading Book are
inconsistent with the record.

Mr. Willems observes that the Court had no evidence to support
its finding that "the value of the open contracts in the Trading
Book was reducing and would, ultimately, be fully worked down by
the Debtors, thus mitigating any risk of loss from the
Transaction".

Accordingly, the Ad Hoc Committee asserts that the Court should
amend the Sale Order to clarify that no evidence was presented
regarding the overall value of, or the increase or decrease in
the size and value of, the open positions in the Trading Book.

                   Close Of The Trading Book

Moreover, the Ad Hoc Committee states, the Record contains no
evidence regarding any attempt by the Debtors to close the
Trading Book.  "The Court should clarify that it made no
findings of fact regarding the extent to which the Debtors have
'closed out' the Trading Book," the Ad Hoc Committee adds.
(Enron Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Arthur Andersen Resigns as EOTT Energy's Auditors
-------------------------------------------------------------
EOTT Energy Partners, L.P. (NYSE: EOT) said that its auditing
firm, Arthur Andersen LLP, has withdrawn as its auditor,
effective February 5, 2002.  Andersen did not indicate that the
withdrawal related to any disagreements concerning financial
statement disclosure, accounting principles, practices or
auditing scope and procedure.  Andersen has indicated that it
has not withdrawn any of its opinions expressed in their
auditors' reports for any periods for which they conducted
EOTT's audits.  EOTT is not aware of any disagreements with
Andersen concerning accounting issues.  EOTT understands that
this withdrawal relates to Andersen's professional standards
concerns, including auditor independence issues, relating to
recent events involving Enron Corp.  The General Partner of
EOTT, EOTT Energy Corp., is a wholly owned subsidiary of Enron
Corp., though it is not a part of Enron Corp.'s bankruptcy
proceedings.  EOTT indicated that the timing of Andersen's
withdrawal and the necessity to engage another auditor may
result in a delay in the filing of its audited financials for
2001 on Form 10-K.  EOTT is currently talking to major
accounting firms and plans to name a replacement auditor as soon
as possible.  A Form 8-K Current Report covering the withdrawal
of Andersen was filed by EOTT with the SEC Monday.

EOTT Energy Partners, L.P. is a major independent marketer and
transporter of crude oil in North America.  EOTT transports most
of the lease crude oil it purchases via pipeline, which includes
8,000 miles of active intrastate and interstate pipeline and
gathering systems.  In addition, EOTT owns and operates a
hydrocarbon processing plant and a natural gas liquids storage
and pipeline grid system.  EOTT Energy Corp. is the general
partner of EOTT with headquarters in Houston.  EOTT's Internet
address is http://www.eott.com The Partnership's Common Units
are traded on the New York Stock Exchange under the ticker
symbol "EOT".

DebtTraders reports that Enron Corp.'s 9.125% bonds due 2003
(ENRON2) are trading between 16 and 18.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2for
real-time bond pricing.


ENRON CORP: Will Restructure Board as Part of Chapter 11 Process
----------------------------------------------------------------
The Enron Corp. (OTC: ENRNQ) Board of Directors plans to
restructure the Board as part of the company's reorganization
process under Chapter 11.  A summary of the Board's actions was
filed in a Form 8-K with the Securities and Exchange Commission
yesterday.

The following Board members announced that they would resign,
effective 30 days from yesterday:  Ronnie C. Chan, John H.
Duncan, Robert K. Jaedicke, Charles A. LeMaistre, Paulo Ferraz
Pereira and Lord John Wakeham.  These individuals are three of
the longest serving members and three who are required to travel
great distances to attend board meetings.  Following the
resignation of these Board members, the number of seats on the
Board will be reduced to eight.

Enron plans to search for a non-executive chairman and
additional new qualified candidates to join the Board and assist
in the restructuring process.  In addition, Board directors
Norman P. Blake and Herbert S. Winokur, Jr. have been named to
the Board's previously announced Restructuring Committee, which
will be chaired by Director Raymond S. Troubh.

The Board also announced that the company is moving forward with
its reorganization efforts and intends to present restructuring
alternatives to the Unsecured Creditors' Committee during the
second quarter of 2002.  In connection with any such
restructuring, Enron believes that the total amount of the
liquidated, undisputed claims against Enron and its subsidiaries
exceeds and will exceed the current fair market value of the
consolidated operations and assets of Enron and its
subsidiaries.  Consequently, Enron believes that its existing
equity does not and will not have value and that any Chapter 11
plan of reorganization confirmed by the Bankruptcy Court will
not provide Enron's existing equity with any interest in the
reorganized debtor.  Any and all Chapter 11 plans of
reorganization will be subject to creditor votes and judicial
determinations of confirmability.

The Board is continuing to review and evaluate information and
allegations raised by the Board's Special Committee report,
which was released Feb. 2.

Enron delivers energy and other physical commodities and
provides other energy services to customers around the world.
Enron's Internet address is http://www.enron.com

DebtTraders reports that Enron Corp.'s 7.875% bonds due 2003
(ENRON1) are trading between 16 and 18.5. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON1for
real-time bond pricing.


EXIDE TECHNOLOGIES: Expects to Begin Trading on OTCBB on Friday
---------------------------------------------------------------
Exide Technologies, the global leader in stored electrical-
energy solutions, said that its common stock will be delisted
from the New York Stock Exchange, with the last full day of
trading expected on Thursday, February 14, 2002.

On Friday, February 15, the Company expects its shares to be
quoted on the OTC Bulletin Board. The Company said that it will
notify shareholders through a press release when a new ticker
symbol has been assigned.

The Company said that its operations continue and noted that a
delisting is not an unusual event for companies in the midst of
a fundamental restructuring. The Company also reiterated that
management continues to implement operational restructuring
initiatives that are designed to reduce costs and improve
operating performance.

The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last-sale prices and volume
information in over-the-counter (OTC) equity securities. OTC
Bulletin Board securities are traded by a community of
registered market makers that enter quotes and trade reports.
Information regarding the OTC Bulletin Board can be found at
http://www.otcbb.com

Exide Technologies is the world's largest industrial and
transportation battery producer and recycler, with operations in
89 countries. Industrial applications include network-power
batteries for telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-
power related) and uninterruptible power supply (UPS) markets;
and motive-power batteries for a broad range of equipment uses,
including lift trucks, mining vehicles and commercial vehicles.
Transportation uses include automotive, heavy-duty truck,
agricultural, marine and other batteries, as well as new
technologies being developed for hybrid vehicles and new 42-volt
automotive applications. The Company supplies both aftermarket
and original-equipment transportation customers. Further
information about Exide Technologies, its financial results and
other information can be found at http://www.exide.com

DebtTraders reports that Exide Technologies' 10.000% bonds due
2005 (EXIDE2) are trading between 30 and 35. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXIDE2for
real-time bond pricing.


EXODUS COMMS: Obtains Approval to Hire Richard Ellis as Broker
--------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates obtained
permission from the Court to employ and retain CB Richard Ellis,
Inc. as their real estate broker, nunc pro tunc to October 23,
2001.

On October 23, 2001, the Debtors entered into an Exclusive
Listing Agreement effective until October 22, 2002, with CB
Richard Ellis, an international real estate broker with nearly
10,000 employees in 250 offices around the world. Pursuant to
the Agreement, the Debtors engaged CB Richard Ellis as the
exclusive agent to dispose of the Debtors' interest in:

A. 31,000 square feet of shell space located in an IDC leased by
     the Debtors at 300 Boulevard East, Weehawken, New Jersey;
     and

B. the 204,517 square foot IDC located at Two Gatehall Drive,
     Parsippany, New Jersey.

These Facilities are not necessary for the Debtors' ongoing
business operations and therefore represent an unnecessary
financial drain on the resources of the chapter  11 estates. Due
to significant excess capacity in the IDC market, the Debtors
believe that the space at these facilities is no longer
necessary or important to their ongoing operations or plan of
reorganization.

In particular, the Firm has and will continue to provide the
following services to the Debtors:

A. on-site inspection and evaluation;

B. market research reports;

C. comprehensive financial analysis; preparation and
     distribution of marketing materials and promotional
     literature;

C. marketing and promotion of the Facilities in accordance with
     the standard methods and procedures customarily employed by
     brokerage firms in connection with the marketing of similar
     space;

D. solicitation of potential qualified tenants;

E. arranging for and performing personal tours of the Facilities
     for prospective tenants; and

F. performing such other services as are reasonably requested by
     the Debtors in furthering the marketing of the Facilities
     for sublease or assignment.

In connection with the sublease or assignment of the Facilities,
the Firm has agreed to accept fees on a commission basis. In
particular, the Firm has agreed to a multi-tiered compensation
arrangement and will earn a commission of 4% of the aggregate
value of the total sublease or assignment obligation. In the
event a cooperating broker is used, the Firm shall earn 1.5% of
the aggregate value of total sublease or assignment obligation
not to exceed $1,000,000. In addition, the cooperating broker
shall earn 5% of the aggregate value of total sublease or
assignment obligation not to exceed $2,500,000. The Firm has
agreed that the commission will be earned upon the Closing, as
defined in the Agreement, of the sublease or
assignment.

Any commission earned by the Firm pursuant to the terms of the
Agreement will be paid as follows:

A. One half of the commission shall be due and payable upon
     execution of the sublease, assignment and/or termination
     agreement by all parties, receipt of consent from Master
     Landlord and Debtors receipt of any security deposit and/or
     prepaid rent.

B. The balance of the commission shall be due and payable three
     months thereafter.

If the proposed tenant's obligation to pay rent phases in over
time, Mr. Schenkel states that the Debtors' obligation to pay
the second half of the commission shall be prorated, and paid
out when the tenant starts to pay rent on each portion of the
Facilities. In the event the proposed tenant abandons the
Facilities prior to 100% occupancy, the Firm shall not be
entitled to receive its remaining commission.

The Debtors believe that the fees of the Firm are fair and
reasonable in light of customary industry practice, market rates
both in and out of chapter 11 proceedings and the scope of work
to be performed pursuant to its retention. (Exodus Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FEDERAL-MOGUL: Committee Signs-Up Bates White as Consultants
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Federal-Mogul
Corporation and its debtor-affiliates, moves the Court for entry
of an order authorizing the employment of Bates White and
Ballentine as its asbestos-related bodily injury consultant,
nunc pro tunc to January 1, 2002.

Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that Bates White provides expert services
regarding the estimation and forecast of asbestos bodily injury
claimants. Specifically, the Committee will look to Bates White
for:

A. analysis of claims and settlement data concerning asbestos
     personal injury claims and the applicable criteria for
     determining allowable claims;

B. estimation of the number and value of present and future
     asbestos personal injury claims, including evaluation and
     analysis of the opinions of others on that subject;

C. development of claims procedures to be used in the
     development of financial models of payments and assets of a
     claims resolution trust;

D. advice regarding the structure and operation of any asbestos
     claims resolution trust;

E. analyzing and responding to issues relating to the setting of
     a bar date regarding the filing of personal injury claims;

F. analyzing and responding to issues relating to providing
     notice to personal injury claimants and assisting in the
     development of such notice procedures;

G. filing affidavits and offering testimony as needed; and

H. such other investigation and analysis as may be in the
     interests of the Committee;

Mr. Sutty explains that the Committee selected Bates White based
upon its extensive experience and knowledge with respect to
analyzing and solving complex problems associated with asbestos-
related bodily injury matters.  Dr. Charles Bates' and Dr.
Halbert White's experience includes extensive analytical support
in estimating the number and value of potential asbestos-related
bodily injury claims by disease, development of alternative
methods of providing compensation for asbestos-related diseases,
estimation of the costs of a such compensation and consulting
with asbestos trusts on claims, procedures and estimations.

Bates White will be compensated on an hourly basis to be paid by
Debtors.  The current rates to be paid are:

      Dr. Charles A. Bates               $660.00
      Dr. Halbert White                   660.00
      David Deramus                       412.50
      Ben Sacks                           302.50
      Devra Goldberg                      302.50
      Patrick Burns                       330.00
      Dan Menes                           198.00
      Steven Schulenberg                  220.00
      Schyler Thiessen                    198.00
      Alex Terzic                         198.00
      Marissa Hughes                      181.50
      Stephen Dumas                       165.00
      Tara Santmire                       275.00
      InBum Chung                         165.00
      Marianne Kumke                      220.00

The Committee believes that the services of Bates White are both
necessary and appropriate and will assist the Committee in the
negotiation, formulation, development and implementation of the
plan of reorganization.

Dr. Charles Bates assures the Court that neither the firm nor
its employees has any relationships with any such entity which
would be adverse to the Committee or the creditors. Furthermore,
no employee of the firm is a creditor, former employee, equity
security holder, or an insider of the Debtors, or has an
interest adverse of that of the Debtors' estates or any
creditors or equity holders. Accordingly, Mr. Bates believes
that the firm is a disinterested party as defined in the
Bankruptcy Code. (Federal-Mogul Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIRST WAVE MARINE: Closes $10MM Facility with Foothill Capital
--------------------------------------------------------------
First Wave Marine, Inc. has closed into a new senior credit
facility with Foothill Capital Corporation. The consummation of
the financing allowed First Wave to execute its Plan of
Reorganization which was confirmed on January 16th and conclude
its Chapter 11 case in the U.S. Bankruptcy Court for the
Southern District of Texas. The new credit facility provides for
a $10 million revolving line of credit and an $8 million term
loan.

First Wave President Grady Walker said, "With the restructuring
behind us, First Wave can now focus all its energies on the
business. We have the best people in the industry and world-
class facilities, and with our much-improved financial structure
First Wave is poised for profitable growth."

First Wave is a leading provider of shipyard and related
services, with five shipyards in the Houston-Galveston area. The
Company provides repair, conversion, new construction, and
related services for barges, boats, ships, offshore rigs, and
other vessels in the offshore and inland marine industries.


FLEETWOOD ENT: Appoints Thomas Pitcher as Interim Board Chairman
----------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE), the nation's largest
manufacturer of recreational vehicles and a leading producer and
retailer of manufactured housing, announced that Glenn Kummer is
retiring as chairman of the board in accordance with a
transition plan approved by Fleetwood's Board of Directors
several years ago.  Kummer will continue as a director to assist
in the transition and other matters.  Kummer's contributions to
Fleetwood as a senior executive and to the recreational vehicle
and manufactured housing industries over more than 35 years have
been widely recognized.

In addition, Nelson W. Potter has resigned as president and
chief executive officer, as well as from his position on the
Board.  Potter has been employed at Fleetwood for almost 30
years, serving in a number of senior management capacities.
Recently, he has successfully led Fleetwood in its previously
reported restructuring and refinancing actions.  Potter has
expressed a desire to be free to pursue other interests, but
will remain available to Fleetwood on a consulting basis.

As a result of these developments, the Board of Directors has
appointed, on an interim basis, Thomas B. Pitcher as chairman of
the board and David S. Engelman as president and CEO.  A search
committee of Board members has been formed to facilitate the
selection of a new president and CEO. Pitcher is a retired
senior partner of the law firm of Gibson, Dunn & Crutcher LLP.
He has served as a member of Fleetwood's Board since 1998 and is
a member of the Executive and Strategic Planning committees.
Engelman has been a Fleetwood director since 1999 and serves on
the Strategic Planning Committee.  He is a director of MGIC
Investment Corporation and Quaker City Bancorp, and formerly
served as chairman, chief executive officer and president of
UnionFed Financial Corporation.

In commenting on these changes, Engelman and Pitcher noted that
the Board is confident that Chuck Wilkinson, executive vice
president-operations; Boyd Plowman, executive vice president and
chief financial officer; Forrest Theobald, senior vice president
and general counsel; and other senior management members will
continue to successfully implement the strategic and operating
plans and initiatives currently underway.  "As the Company
builds upon the significant contributions of Glenn Kummer and
Nelson Potter, we are confident that Fleetwood will benefit from
the next generation of leadership."

                         *   *   *

As reported in the Dec. 17, 2001 edition of Troubled Company
Reporter, Standard & Poor's lowered its corporate credit rating
on Fleetwood Enterprises Inc. to double-'B'-minus and at the
same time dropped the rating on Fleetwood Capital Trust 'D'.
Both ratings were removed from CreditWatch, where they were
placed on March 1, 2001, but the ratings outlook remains
negative.

In the same report, the international rating agency said that
"[t]he lowered corporate credit rating reflects a materially
weakened business position, due to the continued, very
competitive industry conditions for both of Fleetwood's major
business segments. In addition, Fleetwood's financial profile
remains constrained, as reflected by the granting of security to
the company's bank lenders and the recent discontinuation and
deferral of the company's common and preferred dividends,
respectively."


FORMICA CORP: Credit Facility Lenders Extend Waiver to Feb. 27
--------------------------------------------------------------
Formica Corporation announced that its lenders under its $345
million credit facility have agreed to effectively extend their
existing waiver related to certain financial covenants under the
credit facility. A prior waiver from these lenders was due to
expire on February 9, 2002. The new agreement from these lenders
is effective through February 27, 2002. During this period,
Formica will continue its discussions with its lenders in order
to formulate a more long-term capital restructuring plan.

Formica Corporation, whose owners include Credit Suisse First
Boston Private Equity, Citicorp Venture Capital, Ltd. and CVC
Capital Partners Limited, was founded in 1913, and is a
prominent worldwide manufacturer and marketer of decorative
surfacing materials, including high pressure laminate, foils,
printed papers, Surell(R) and Fountainhead(R) solid surfacing
materials and laminate flooring.

DebtTraders reports that Formica Corp.'s 10.875% bonds due 2009
(FORMICA1) currently trade between 20 and 25. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORMICA1for
real-time bond pricing.


FRANK'S NURSERY: Files Plan & Disclosure Statement in Baltimore
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc. and FNC Holdings Inc. announced
that they have filed a consolidated proposed Plan of
Reorganization and a related Disclosure Statement with the U.S.
Bankruptcy Court for the District of Maryland, Baltimore
Division, Monday. The plan is supported by the official
creditors' committee and FNC's shareholders. The Company expects
the Bankruptcy Court to conduct a hearing within thirty days for
the purpose of making a determination as to the adequacy of the
Disclosure Statement. Once the Bankruptcy Court approves the
Disclosure Statement, the Companies will commence solicitation
of votes from creditors for approval of the Plan of
Reorganization. Under the proposed plan, FNC would be
substantively consolidated and merged into Frank's for all
purposes.

Under the proposed Plan of Reorganization, in settlement of
their claims pre-petition unsecured creditors principally would
receive the common stock of the reorganized company, Frank's
Nursery & Crafts, Inc. The Company has obtained commitments from
Congress Financial Corporation and Kimco Realty Corporation for
two separate financing facilities totaling $80 million that
would help fund the Companies' distributions under the plan and
future working capital requirements.

Frank's filed for Chapter 11 on February 19, 2001. Since then,
the Company has restructured its business by closing forty-seven
underperforming stores, which closings were in addition to 44
other stores closed prior to the Chapter 11 filing. The Company
hired a new Chief Executive Officer, Steven S. Fishman, on
September 25, 2001, who has considerable experience in
merchandising and turnaround management. Mr. Fishman commented,
"Our associates have all worked very hard to develop and
implement our new business plan. Customers are coming back into
our stores in reaction to improved advertising and marketing
programs, and vendor support has been terrific. We believe the
plan of reorganization will allow the company to successfully
emerge from Chapter 11 and provide the framework to attain
successful future growth."

Frank's currently operates 170 stores in fourteen states and is
the largest United States chain (as measured by sales) of
specialty retail stores devoted to the sale of lawn and garden
products. Frank's is also a leading retailer of Christmas trim-
a-tree merchandise, artificial flowers and arrangements, garden
and floral crafts, and home decorative products.

The Plan of Reorganization and Disclosure Statement, which have
not yet been approved by the Bankruptcy Court, are available on
Frank's Nursery & Crafts' Web site, http://www.franks.com


GLENOIT CORP: Wants Lease Decision Deadline Moved to May 6, 2002
----------------------------------------------------------------
Glenoit Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their time period within which they must assume or reject, or
assume and assign nonresidential real property leases through
May 6, 2002.

The Debtors lease various locations around the country that they
use as manufacturing facilities, office space, distribution
facilities, and warehouse space. The Debtors pointed out that
the ability to assume or reject the Leases is highly beneficial
at this time. The Debtors additionally need the flexibility of
the time period because they are currently working with the
Secured Lenders to formulate an exit plan on these chapter 11
cases.

Headquartered in New York City, Glenoit Corporation is a
domestic manufacturer of small rugs, knit pile fabrics and an
importer and manufacturer of home products such as quilts,
comforters, shams, shower curtains, table linens, pillows and
pillowcases with operations in North Carolina, Ohio, California
and Canada. The Company filed for Chapter 11 protection on
August 8, 2000. Joel A. Waite, Esq. at Young, Conaway, Stargatt
& Taylor represents the Debtors in their restructuring efforts.


GLOBAL CROSSING: Will be Paying Prepetition Employee Obligations
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates sought and
obtained an order from the Court authorizing, but not requiring,
the payment, in their sole discretion, of all prepetition
employee-related obligations.

According to Paul M. Basta, Esq., at Weil Gotshal & Manges LLP
in New York, in the ordinary course of their businesses, the
Debtors incur payroll obligations to their employees throughout
the world for the performance of services. The Debtors currently
employ approximately 5,195 employees, of which 5,137 are full-
time employees and 58 of which are part-time employees. Of
these, approximately 98% of the Employees are salaried
employees, with the balance accruing wages on an hourly basis.
Mr. Basta submits that the Debtors have incurred costs and
obligations in respect of the Employees that remain unpaid as of
the Commencement Date because they accrued, either in whole or
in part, prior to the Commencement Date. Even though they arose
prior to the Commencement Date, these obligations will only
become due an payable in the ordinary course of the Debtors'
businesses on and after the Commencement Date.

The Debtors' employee-related obligations consist of:

A. Wages, Salaries and Compensation Expenses - The Debtors'
     average monthly gross payroll for all of their salaried
     Employees is approximately $29,000,000. The Debtors do not
     believe that any amounts will be owed for payroll
     obligations for services rendered by the Employees in the
     pre-petition period. Certain Employees, including those in
     the Debtors' sales support and sales engineering divisions,
     are entitled to receive commissions, in addition to base
     compensation, if they increase the Debtors' net revenues
     through the sale of the Debtors' services or the retention
     of current customers. The Debtors estimate that as of the
     Commencement Date, approximately $450,000 in commissions
     will be owed for services rendered by the Employees in the
     pre-petition period.

     The Debtors are required by law to withhold from an
     employee's wages amounts related to federal, state and
     local income taxes, and social security and Medicare taxes
     and remit the same to the appropriate tax authorities. On

     January 25, 2002, the Debtors paid approximately $5,600,000
     in Payroll Taxes, which represents the Debtors' total
     estimated Payroll Taxes for the period January 16, 2002
     through January 31, 2002. The Debtors withhold from the
     wages of participating Employees contributions toward
     401(k) savings plans. In addition, the Debtors maintain a
     Supplemental Retirement Savings Plan which allows eligible
     Employees to defer compensation in excess of that which is
     allowed under the Debtors' 401(k) plan. The Debtors
     estimate that approximately $2,300,000 of accrued and
     unremitted Employee Savings Plans contributions have been
     collected from participating Employees but remain
     unremitted as of the Commencement Date. The Debtors match,
     in their discretion, Employee contributions to the Savings
     Plans in an aggregate amount of $1,200,000 per month. The
     Debtors estimate that, as of the Commencement Date, their
     obligations for the immediately preceding payroll periods
     in respect of accrued and unremitted Savings Plan
     Contributions is approximately $994,000.

B. Pension Plans - The Debtors maintain a Supplemental
     Management Pension Plan which allows eligible Employees,
     currently or formerly employed by the Debtors, to receive
     certain benefit amounts upon retirement. At retirement,
     Employees participating in the SMPP are entitled to receive
     their pension payments in the form of monthly annuity
     payments. The Debtors estimate that approximately $912,000
     of SMPP Obligations are accrued and unpaid as of the
     Commencement Date. In addition, the Debtors sponsor a
     deferred compensation plan for management Employees and
     non-Employee directors selected by a special compensation
     committee of the Board of Directors. Currently, there are
     64 participants in the Deferred Compensation Plan entitled
     to receive payments.

C. Health and Welfare Benefits - The Debtors sponsor several
     benefit plans for the Employees, such as insurance plans,
     and welfare benefit plans. The Debtors estimate that their
     aggregate annual expenditures under the Health and Welfare
     Plans for Employees is approximately $46,000,000. The
     Debtors estimate that, as of the Commencement Date, the
     obligations that have accrued but have not been paid to or
     on behalf of Employees under the Health and Welfare Plans
     aggregate approximately $4,400,000.

D. Tuition Reimbursement - The Debtors maintain a discretionary
     tuition reimbursement plan designed to encourage employees
     to continue their formal education. Pursuant to the
     Educational Assistance Program, and at the sole discretion
     of the Debtors, eligible Employees are reimbursed, up to
     $2,500 per benefit year to be used towards college tuition
     and fees and career-related certificate courses. Prior to
     the Commencement Date, the Debtors paid approximately
     $215,000 per month in respect of Tuition Expenses.

E. Paid Time Off - Under the Debtors' paid time-off policy,
     eligible Employees accrue paid time off, including
     vacation, personal or sick time, based on weekly hours
     worked and length of service at the Debtors. Prior to the
     Commencement Date, the Debtors paid approximately
     $2,400,000 per month on average in respect of PTO Time.

F. Relocation Benefits - As a global enterprise, the Debtors
     often request Employees to relocate on a temporary or
     permanent basis to other offices in accordance with the
     requirements of the Debtors' businesses. Employees, who
     relocate at the Debtors' request are reimbursed for various
     expenses, including, rental lease payments, moving and
     transportation costs, dependent education assistance and
     annual visit privileges. Prior to the Commencement Date,
     the Debtors paid approximately $416,000 per month in
     respect of the Relocation Obligations. The Debtors estimate
     that $159,000 is outstanding in respect of the Relocation
     Obligations as of the Commencement Date.

G. Business Expense Reimbursement - The Debtors customarily
     reimburse Employees who incur business expenses in the
     ordinary course of performing their duties on behalf of the
     Debtors. The Debtors estimate that as of the Commencement
     Date the Reimbursement Obligations to be paid to Employees
     aggregate approximately $500,000.

H. Administration of Employee and Retiree Benefit Plans - As is
     customary in the case of most large companies, in the
     ordinary course of their businesses the Debtors utilize the
     services of Excellus Benefit Services, Inc., CIGNA, EHS,
     Cobra Ceridian, Gage, Metlife, Unum, REHarrington, FEI and
     other outside professionals in order to facilitate the
     administration and maintenance of their books and records
     in respect of the Debtors' employee benefit plans. The
     Debtors estimate that approximately $73,000 of Benefit
     Administration Obligations are accrued and unpaid as of the
     Commencement Date.

I. Independent Contractors - The Debtors also utilize the
     services of approximately 116 independent contractors who
     provide necessary services relating to the operation of the
     Debtors' businesses. The Debtors estimate that their total
     accrued and unpaid prepetition obligations to the
     Independent Contractors do not exceed $1,600,000.

The Debtors believe that all of their Prepetition Employee
Obligations constitute priority claims and that payment of such
amounts at this time is necessary and appropriate. The Debtors
submit, however, that to the extent any Employee is owed in
excess of $4,650 on account of Prepetition Employee Obligations,
payment of such amounts is necessary and appropriate and is
authorized under section 105(a) of the Bankruptcy Code pursuant
to the "necessity of payment" doctrine, which "recognizes the
existence of the judicial power to authorize a debtor in a
reorganization case to pay prepetition claims where such payment
is essential to the continued operation of the debtor."

Mr. Basta fears that any delay in paying Prepetition Employee
Obligations will adversely impact the Debtors' relationship with
their Employees and will irreparably impair the Employees'
morale, dedication, confidence, and cooperation. The Employees'
support for the Debtors' reorganization efforts is critical to
the success of those efforts and at this early stage, the
Debtors simply cannot risk the substantial damage to their
businesses that would inevitably attend any decline in their
Employees' morale attributable to the Debtors' failure to pay
wages, salaries, benefits and other similar items.

Absent an order granting the relief requested in this Motion,
Mr. Basta believes that the Employees will suffer undue hardship
and, in many instances, serious financial difficulties, as the
amounts in question are needed to enable certain of the
Employees to meet their own personal financial obligations.
Without the requested relief, the stability of the Debtors will
be undermined, perhaps irreparably, by the possibility that
otherwise loyal Employees will seek other employment
alternatives.

Mr. Basta assures the Court that the Debtors do not seek to
alter their compensation, vacation, and other benefit policies
at this time. This Motion is intended only to permit the
Debtors, in their discretion, to make payments consistent with
those policies to the extent that, without the benefit of an
order approving this Motion, such payments would be inconsistent
with the Bankruptcy Code, and to permit the Debtors, in their
discretion, to continue to honor their practices, programs and
policies with respect to their Employees, as such practices,
programs and policies were in effect as of the Commencement
Date.

As a result of the commencement of the Debtors' chapter 11
cases, Mr. Basta states that the Debtors' checks, wire transfers
and direct deposit transfers in respect of the Prepetition
Employee Obligations may be dishonored or rejected by the
Disbursement Banks. The Debtors represent that each of these
checks or transfers is or will be drawn on the Debtors' payroll
and general disbursement accounts and can be readily identified
as relating directly to payment of the Prepetition Employee
Obligations. Accordingly, the Debtors believe that prepetition
checks and transfers other than those for Prepetition Employee
Obligations will not be honored inadvertently.

Mr. Basta maintains that authorization to pay all amounts on
account of Prepetition Employee Obligations shall not be deemed
to constitute postpetition assumption or adoption of any
contract, program or policy pursuant to section 365 of the
Bankruptcy Code. The Debtors are in the process of reviewing
these matters and reserve all of their rights under the
Bankruptcy Code with respect thereto. Moreover, authorization to
pay all amounts on account of Prepetition Employee Obligations
shall not affect the Debtors' right to contest the amount or
validity of any Prepetition Employee Obligations, including
without limitation the Payroll Taxes that may be due to any
Taxing Authority. (Global Crossing Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRAND EAGLE: Trustee Accepting Bids for Assets Until February 22
----------------------------------------------------------------
On February 5, 2002, Glenn C. Pollack, Chapter 11 Trustee for
Grand Eagle, Inc. and its five (5) debtor subsidiaries, set
forth, and the United States Bankruptcy Court approved,
Competitive Bidding Procedures with respect to the auction sales
of substantially all Grand Eagle's operating assets.

The Sale Procedures specify the manner in which interested
parties may bid on the Assets. The Trustee expects to sell the
Assets in at least three separate auction processes primarily
divided along the lines of its three business units, Motors,
Breakers and Transformers. Grand Eagle's Chapter 11 bankruptcy
cases are pending in the United States Bankruptcy Court for the
Northern District of Ohio, Eastern Division, Akron, Ohio.

Glenn C. Pollack and his financial advisors, Candlewood
Partners, LLC, have secured a bid for those of the Assets
comprising the Transformer business unit from S.D. Myers, Inc.
The Trustee has not secured bids for the other Assets. Brown,
Gibbons, Lang & Company Securities, Inc. has acted as sales
agent for the Trustee under these Sales Procedures.

"I am excited about the interest that has been shown in the
assets of Grand Eagle and especially as to the letter of intent
that has been executed with respect to the Transformer business.
Based on this interest, I expect multiple parties will bid
actively on the assets at the auction," said Glenn C. Pollack,
Trustee for Grand Eagle. "This type of activity should allow us
to preserve jobs and maximize the value of the assets of Grand
Eagle."

Under the Sales Procedures, bids from interested parties must be
submitted to the Trustee no later than 5:00 p.m. EST on Friday,
February 22, 2002. In the event the Trustee receives multiple
bids from Qualified Bidders on the same Assets, an auction will
be held on Monday, February 25, 2002 beginning at 10:00 a.m. EST
at the office of counsel to the Trustee, Benesch, Friedlander,
Coplan & Aronoff LLP, 2300 BP Tower, 200 Public Square,
Cleveland, Ohio 44114. The auction will remain open until the
later of 8:00 p.m. EST or until the Trustee determines that he
has received the highest and best bid for the assets that are
being auctioned.

Grand Eagle, Inc. (a privately held company) is North America's
largest independent motor, switchgear, and transformer services
provider. Based in Richfield, Ohio, the company provides
engineered upgrades, repair, remanufacturing and maintenance
services for industrial, utility and commercial markets.
Employing approximately 900 people in three business units
dedicated to the service of major brands of electrical
equipment, Grand Eagle has over 35 locations in 22 states across
the nation. As of October 26, 2001, Grand Eagle reported
approximately $131 million in total assets and $82 million in
total liabilities, including approximately $52 million of senior
indebtedness and $11 million of trade indebtedness. Credit
Agricole Indosuez leads Grand Eagle's senior lending group.

For more information, please contact either Sherrill Speers of
Grand Eagle, Inc. at (330) 659-7554 (sspeers@grandeagle.com) or
Michael Fixler of Candlewood Partners, LLC at (440) 247-2800
(mfixler@candlewoodpartners.com). In addition, copies of the
Sale Notices, containing the Sales Procedures, may be requested
by calling or sending an email to Michael Fixler of Candlewood
Partners, LLC and may be available online at
http://www.grandeagle.com


GUILFORD MILLS: Falls Short of NYSE Continued Listing Standards
---------------------------------------------------------------
Guilford Mills, Inc. (NYSE: GFD) announced that trading in its
common stock on the New York Stock Exchange (NYSE) will be
suspended immediately in light of the Company's non-compliance
with certain NYSE continued listing standards.  As previously
disclosed by the Company, the average closing price of the
Company's common stock has fallen below $1.00 per share, and the
Company's market capitalization has fallen below $15 million,
over a consecutive 30 trading day period.  While the Company
submitted to the NYSE a business plan for purposes of showing
that the Company's common stock would return to compliance with
listing requirements, the NYSE did not accept such plan.  The
NYSE intends to delist the common stock pending completion of
applicable procedures.

The Company is making application to have its common stock
quoted on the OTC Bulletin Board (OTCBB) within the next several
days.  If the Company's common stock is accepted for quotation
on the OTCBB, then the stock will have a new ticker symbol.  The
Company will notify shareholders by press release of the
assignment of a new ticker symbol.  The OTCBB is a regulated
quotation service that displays real time quotes, last sale
prices and volume information in over-the-counter equity
securities.  An over-the-counter equity security generally is
any equity security that is not listed or traded on NASDAQ or a
national securities exchange.  OTCBB securities are traded by a
community of registered market makers that enter quotes through
a computer network.  Information regarding the OTCBB can be
found at http://www.otcbb.com

Currently, the Company's common stock may be quoted in "The Pink
Sheets," a centralized quotation service that collects and
publishes market maker quotes for over-the-counter securities.

Investors should be aware that trading in the Company's common
stock through market makers and quotation on the OTCBB entails
risk.  For example, market makers may not be able to execute
trades as quickly as when the stock was listed on the NYSE.
Please contact your broker if you have further questions about
executing trades.

Guilford Mills is an integrated designer and producer of value-
added fabrics using a broad range of technologies.  The Company
is one of the largest warp knitters in the world and is a leader
in technological advances in textiles, including microdenier
warp knits and wide width circular knits of cotton blended with
LYCRA(R).  Guilford Mills serves a diversified customer base in
the home furnishings, apparel, automotive and industrial
markets. Through its Guilford Home Fashions subsidiary, the
company produces bedding products, window treatments and shower
curtains for the retail market.


HAYES LEMMERZ: Seeks Intercompany Obligations' Priority Status
--------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
seek entry of an order amending the Cash Management Order to
provide that the common law contribution rights regarding the
joint and several obligations among and between Debtors that
might arise with respect to post-petition obligations incurred
by the Debtors in respect of the DIP Facility, are accorded
superpriority administrative status, with priority over any and
all administrative expenses of the kind specified in sections
503(b) and 507(b) of the Bankruptcy Code, subject and
subordinate only to the priorities, liens, claims and security
interests granted under the DIP Facility and other valid liens.

According to Grenville R. Day, Esq., at Skadden Arps Slate
Meagher & Flom, LLP in Wilmington, Delaware, the relief
requested is necessary, appropriate and in the best interests of
the individual estate of each of the Debtors to protect each
such estate from being forced to pay more than its "fair share"
of the obligations incurred under the Debtors' DIP Facility.
Although the Debtors' cases are being jointly administered for
procedural purposes, such cases have not been, and currently are
not anticipated to be, substantively consolidated. Accordingly,
Mr. Day contends that preserving each Debtors' ability to pursue
its individual common law contribution rights with respect to
obligations incurred by the Debtors under the DIP Facility is an
important protection to ensure that the creditors of each of the
Debtors are not unfairly prejudiced by the joint and several
obligations to repay obligations he DIP Facility. (Hayes Lemmerz
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ICG COMMS: Wins Nod to Assume Tellabs Agreement & Settle Claims
---------------------------------------------------------------
ICG Communications, Inc. and its related Debtors ask Judge Walsh
for his authorization to assume an agreement, as amended, and
settle certain claims of Tellabs Operations, Inc.

The Debtors tell Judge Walsh that, prior to the Petition Date,
Debtor ICG Equipment, Inc., f/k/a ICG PST, Inc. and Tellabs
entered into an agreement for the purchase of Digital Access
Cross Connect System equipment, which was executed on April 22,
1997 and March 4, 1997. DAX Equipment interconnects circuits and
switches with various telecommunications network elements.

Pursuant to the Tellabs Agreement, (i) Equipment purchased
certain DAX Equipment from Tellabs, and (ii) Tellabs authorized
Equipment to utilize certain non-exclusive software licenses in
connection with its use of the DAX Equipment. Tellabs filed a
timely proof of claim in the amount of approximately $14 million
against Equipment based on amounts owed in connection with the
Tellabs Agreement.

The Debtors have determined in the exercise of their business
judgment that certain of the DAX Equipment is critical to the
ongoing maintenance and functioning of their telecommunications
network. However, the Debtors no longer require or utilize
certain of such equipment.  To that end, the Debtors and Tellabs
negotiated a settlement agreement to allow the Debtors to retain
the critical equipment, return the excess equipment, and resolve
certain outstanding issues between the parties. The salient
terms and conditions of the Settlement Agreement are:

    Assumption: Equipment shall assume the Tellabs Agreement, as
Amended by the Settlement Agreement.

    Retained Equipment: Equipment shall retain (i) the DAX
Equipment located in the Debtors' Los Angeles, California, and
Salt Lake City, Utah facilities, and (ii) the right to utilize
non-exclusive software license rights in connection with the
Retained Equipment.

    Release:  Tellabs shall release any prepetition or
postpetition claims against any of the Debtors with respect to
the Retained Equipment.

    Returned Equipment: Equipment shall return to Tellabs the
DAX Equipment originally scheduled for deployment at the
Debtors' Jacksonville, Florida, Memphis, Tennessee, and
Portland, Oregon facilities, free and clear of any and all
liens, claims and encumbrances of any party.

    Cure: The cure amount under section 365 of the Bankruptcy
Code in connection with Equipment's assumption of the Tellabs
Agreement shall be $2.0 million, which Equipment shall pay
within five days after this Court's entry of an order
authorizing the relief requested.

    Reserved Claim: Tellabs shall reserve the right to pursue an
approximately $10 million general unsecured prepetition claim
against Equipment.

              The Debtors' Argument for Assumption

Assuming the Tellabs Agreement, as amended, and entering into
the Settlement Agreement, affords Equipment the opportunity to
continue, on a consensual basis, its relationship with a
significant vendor. In addition, the Settlement Agreement
provides certainty with respect to, and substantially reduces
the amount of, the "cure" payment owed in connection with the
assumption of the Tellabs Agreement. The Debtors submit that the
consensual settlement embodied in the Settlement Agreement is
highly favorable to these estates, and, thus, they should be
authorized to assume the Tellabs Agreement, as amended, and
enter into the Settlement Agreement.

A. The Tellabs Agreement

The Bankruptcy Code provides that a debtor, "subject to the
court's approval, may assume or reject an executory contract or
an unexpired lease." The assumption or rejection of an executory
contract by a debtor is subject to review under the business
judgment standard. The Debtors clearly satisfy the business
judgment standard in assuming the Tellabs Agreement, as amended.
The Debtors have determined that it is necessary to continue to
utilize certain of the DAX Equipment, and related software
license rights. However, the Debtors no longer require or
utilize all of such equipment. By assuming the Tellabs
Agreement, as amended as set forth in the Settlement Agreement,
the Debtors are able to continue to utilize certain critical
equipment, return excess equipment, and substantially reduce the
cure amount under section 365 of the Bankruptcy Code.
Accordingly, the Debtors have determined that, in the sound
exercise of their business judgment, the Tellabs Agreement
should be assumed, as amended.

B. The Settlement Agreement

Settlements and compromises are "a normal part of the process of
reorganization" and are strongly favored over litigation.  The
decision whether to approve a particular settlement is within
the discretion of the court.  A settlement should be approved
unless it "falls below the lowest point in the range of
reasonableness." The court need not decide the numerous
questions of law and fact raised by a settlement, but rather
should simply "canvass the issues" so that the reasonableness of
the settlement may be evaluated.

In determining whether to approve a settlement, a bankruptcy
court should consider (1) the probability of success; (2) the
complexity; (3) the expense, inconvenience and delay necessarily
involved; and (4) the paramount interest of the creditors.

The Debtors submit that the Settlement Agreement is highly
favorable to the Debtors and their estates. The Debtors
negotiated the best terms and conditions possible with respect
to assuming the Tellabs Agreement and entering into the claim
settlement embodied in the Settlement Agreement. Absent the
Settlement Agreement, the Debtors could be required to pay in
excess of $14 million as a "cure" payment in order to assume the
Tellabs Agreement. Instead, the Debtors negotiated the
Settlement Agreement with Tellabs, and must only pay $2 million
as a cash "cure" payment.

In addition, because the proposed Settlement Agreement is in the
best interests of the Debtors, their estates, creditors and
other parties in interest, returning to Tellabs certain of the
DAX Equipment (i.e., the Returned Systems) represents a
reasonable business judgment on the part of the Debtors and thus
is appropriate

With the announcements of no opposition to this Motion, Judge
Walsh enters his Order granting the requested relief. (ICG
Communications Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IKS CORP: Court Fixes April 1 Bar Date for Proofs of Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a Bar
Date for filing proofs of claims against IKS Corporation and its
Debtor-Affiliates.  All entities and persons wishing to assert
claims against the Debtors have until April 1, 2002 to file
their proofs of claim.

All proofs of claim filed by mail, by hand, or by overnight
shall be addressed to the claims agent in these cases at:

        The Garden City Group. Inc.
        IKS Corporation Claims Agent
        PO Box 8842
        Melville, NY 11747-8842

The Court also directs that the trustee for the 12% Junior
Subordinated Notes, due 2008, issued by IKS Corp and the Trustee
for the 11-3/8% Senior Subordinated Notes, due 2006, issued by
IKS, Inc. shall file one proof of claim on behalf of all holders
of each relevant note issue.


IT GROUP: U.S. Trustee Appoints Unsecured Creditors' Committee
--------------------------------------------------------------
Pursuant to 11 U.S.C. Sec. 1102(a)(1), the United States Trustee
appoints these creditors to the Official Committee of Unsecured
Creditors in connection with the chapter 11 cases of The IT
Group, Inc., and its debtor-affiliates:

    A. Contaminant Control, Inc.
       Attn: Mark F. Vestal
       438-C Robeson Street, Fayetteville, NC 28301
       Phone: (910) 484-7000  Fax: (910) 484-4978

    B. Onsite Companies
       Attn: Richard P. Yanoski, Jr.
       7301 Parkway Drive, Hanover, MD 21076
       Phone: (410) 694-5146  Fax: (410) 694-5035

    C. Severn Trent Laboratories, Inc.
       Attn: Sharon L. Gordon
       4857 61st Road, Udall, KS 67146
       Phone: (620) 986-5524  Fax: (620) 986-5493

    D. Bank of New York, Indenture Trustee
       Attn: Romano Peluso, V.P.
       5 Penn Plaza, New York, NY 10001
       Phone: (212) 896-7256  Fax: (212) 328-7302

    E. CMI Investors, LLC,
       Attn: John Hale
       565 Fifth Avenue, New York, NY 10017
       Phone: (212) 792-2170  Fax: (212) 792-2171

    F. OCM High Yield Fund II, L.P.
       c/o Oaktree Capital Management, LLC
       Attn: Timothy Andrews,
       333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071
       Phone : (213) 830-6463  Fax: (213) 830-8563

    G. Murray Hunter Hutchison
       P.O. Box 2231, Rancho Santa Fe , CA 92067
       Phone: (858) 756-9777  Fax: (858) 756-9245

At the Committee's first meeting following its appointment, the
Members voted to retain White & Case LLP as lead counsel. (IT
Group Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KAISER ALUMINUM: Files for Chapter 11 Reorganization in Delaware
----------------------------------------------------------------
Kaiser Aluminum Corporation (NYSE:KLU) and its operating
subsidiary Kaiser Aluminum & Chemical Corporation and certain of
its wholly owned subsidiaries have filed voluntary petitions
under Chapter 11 of the Federal Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.

In conjunction with the filing, the company expects to enter
into definitive documentation today for $300 million in Debtor-
in-Possession (DIP) financing from Bank of America, subject to
court approval. The DIP financing, in combination with the
company's current invested cash, should provide sufficient
liquidity to meet its ongoing operating needs. Kaiser's
production and shipment of bauxite, alumina, primary aluminum
products, and fabricated aluminum products will continue without
interruption.

Kaiser has been facing significant near-term debt maturities at
a time of unusually weak aluminum industry business conditions,
depressed prices, and a broad economic slowdown that was further
exacerbated by the events of September 11. In addition, the
company has become increasingly burdened by asbestos litigation
and growing legacy obligations for retiree medical and pension
costs. The confluence of these factors has created the prospect
of continued operating losses and negative cash flow, resulting
in lower credit ratings and an inability to access the capital
markets.

In October 2001, Jack A. Hockema, who led the turnaround in
Kaiser's fabricated products businesses, was named the company's
President and Chief Executive Officer.

"When I came on board as President and CEO, it became evident
that Kaiser needed to accelerate the process it was pursuing to
establish a sustainable financial and operational framework,"
said Hockema. "While we have examined many alternatives
including, but not limited to, asset sales and debt
restructuring, no alternative provided more than a partial or
temporary fix. Only a filing provided the time and tools
necessary to adequately address these issues.

"The decision to seek protection under Chapter 11 will provide
Kaiser with the opportunity to reorganize its financial
structure and implement a strategic plan to return to sustained
profitability," said Hockema. "The reorganization process will
also allow the company to expand on and quicken the pace of its
operational improvements."

"Our core businesses are sound. Our fabricated operations have
good market positions, 'best-in-class' customer service
rankings, and continue to make progress in implementing 'lean
sigma' methods. At the same time our commodities businesses are
aggressively pursuing performance improvement initiatives,"
added Hockema.

For well over half a century, Kaiser Aluminum has produced a
wide range of products from "upstream" bauxite, alumina and
aluminum to "downstream" products for the aerospace, ground
transportation, and industrial markets. The company will
continue to focus its energies on the quality products and
superior service for which it is known.

Hockema concluded, "Kaiser employees have been the key to our
past success, and their continued loyalty and commitment to the
job at hand will ensure that we meet the challenges we face.
There will be hard work and tough decisions ahead, but we have
weathered difficult times before and will use the reorganization
process to implement the financial and operational initiatives
that will position us for long-term success."

Although the filing includes certain U.S. subsidiaries through
which the company holds an interest in foreign operations, it
does not include the operations of the following entities: the
65%-owned Alpart alumina refinery and the 49%-owned Kaiser
Jamaica Bauxite Company in Jamaica; the 20%-owned QAL alumina
refinery in Australia; the 90%-owned Valco aluminum smelter in
Ghana; the 49%-owned Anglesey aluminum smelter in Wales, or the
100%-owned extrusion plant in Ontario, Canada. In this regard,
and in conjunction with expected approval of first-day court
motions, Kaiser has taken appropriate steps designed to ensure
that its participation in each of these entities, including the
funding of certain costs and expenses, will not be impacted by
the filings.

For additional information, see the newly established
restructuring section of the company's Web site --
http://www.kaiseral.com-- or call the newly established
restructuring hotline at 888/829-3340 or 402/220-0856.

Kaiser Aluminum is a leading producer of alumina, primary
aluminum and fabricated aluminum products.

DebtTraders reports that Kaiser Aluminum & Chemicals' 12.750%
bonds due 2003 (KAISER2) are trading from 33 to 36. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KAISER2for
real-time bond pricing.


KAISER ALUMINUM: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Kaiser Aluminum Corporation
             5847 San Felipe
             Suite 2600
             Houston, Texas 77057

Bankruptcy Case No.: 02-10429-PJW

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Kaiser Aluminum & Chemical Corporation     02-10430-PJW
Akron Holding Corporation                  02-10431-PJW
Kaiser Alumina Australia Corporation       02-10432-PJW
Kaiser Aluminum & Chemical Investment,
   Inc.                                    02-10433-PJW
Kaiser Aluminium International, Inc.       02-10434-PJW
Kaiser Aluminum Properties, Inc.           02-10435-PJW
Kaiser Aluminum Technical Services, Inc.   02-10436-PJW
Kaiser Bellwood Corporation                02-10437-PJW
Kaiser Finance Corporation                 02-10438-PJW
Kaiser Micromill Holdings, LLC             02-10439-PJW
Kaiser Texas Micromill Holdings, LLC       02-10440-PJW
Kaiser Sierra Micromills, LLC              02-10441-PJW
Kaiser Texas Sierra Micromills, LLC        02-10442-PJW
Oxnard Forge Die Company, Inc.             02-10443-PJW

Type of Business: Kaiser Aluminum Corporation is a holding
                  company that operates through its wholly
                  owned subsidiary, Kaiser Aluminum & Chemical
                  Corporation, which produces and markets
                  alumina and aluminum products.

Chapter 11 Petition Date: February 12, 2002

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  John Henry Knight, Esq.
                  Patrick Michael Leathem, Esq.
                  Paul Noble Heath, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302 658 6541

                         -and-

                  Corinne Ball, Esq.
                  James, Day, Reaves & Pogut
                  599 Lexington Ave., 32nd Floor
                  New York, New York 10022
                  Tel: 212 326 3939

Total Assets: $3,300,000,000

Total Debts: $3,100,000,000

Debtor's Consolidated List of 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Street Bank &         12 3/4% Senior        $400,000,000
   Trust Company            Subordinated Notes
David Ganss                 Due 2003
2 Avenue de LaFayette
Boston, MA 02112-1724
Tel: 617 662 1724
Fax: 612 662 1466

U.S. Bank Trust National    9 7/8% Senior Notes   $397,780,000
   Association              Due 2002 and 10 7/8%
Rick Prokasch               Senior Notes Due 2006
180 East 5th Street
Suite 200
St. Paul, MN 55101
Tel: 651 244 0721
Fax: 651 244 0711

Bank One Trust Company,     State of Louisiana     $20,000,000
   N.A.                     Solid 7 3/4% Waste
Terri Franklin              Disposal Revenue Bonds
Corporate Trust Services
201 St. Charles Avenue
29th Floor
New Orleans, LA 7417
Tel: 504 623 1586
Fax: 504 623 1432

JP Morgan Chase Bank        West VA Pollution     $12,400,000
   Institutional Trust      61/2% Control Revenue
   Services                 Bonds
Pilar Maybill
2001 Bryan Street
10th Floor
Dallas, TX 75201
Tel: 214 468 6042
Fax: 214 468 6430

Defense Logistics Agency    Trade Debt             $10,852,325
Danny Lester
8725 Jhon J. Kingman Rd.
Suite 4616
Ft. Belvoir, VA 22060-6223
Tel: 703 767 5482
Fax: 703 767 5484

Glencore AG                 Trade Debt              $8,317,500
Andrew Bentley
Bearermattstrasse 3
PO Box 666 CH-6341 Baar
Switzerland
Tel: 4141 709 2336
Fax: 4141 709 3536

Alean International         Trade Debt              $4,333,555
   Limited
Jean Grenon
1955 Mellon Street
Building 109
Jonquiere Quebec
Canada G7S4L2
Tel: 514 848 8387
Fax: 514 848 1461

Coral Energy Resources LP   Trade Debt              $3,332,576
Ray Walsh
909 Fannin, Suite 700
Houston, TX 77010
Tel: 713 767 5525
Fax: 713 265 5525

LA Scrap                   Trade Debt               $1,200,000
Sergio (Sal) Alvarez
1910 E. Olympic Blvd.
Los Angeles, CA 90021
Tel: 213 622 5744
Fax: 213 622 8501

Enron Metal & Commodity     Trade Debt              $1,077,057
   Limited
Enron House
London, UK
Tel: 44 207 783 0000

Bonnevillie Power Admin    Trade Debt               $1,038,081
Joan Traversie
PO Box 6040
Portland, OR 97228-6040
Tel: 503 230 3339

Performance Contractors    Trade Debt                 $818,399
A.C. Ferachi
3700 Crestwood Parkway
Suite 100
Duluth, GA 30096

Avistta Energy             Trade Debt                 $730,000
Mike D'Areinzo
201 W. North River Drive
Spokane, WA 99201
Tel: 509 495 4495
Fax: 509 495 8100

Thelen Reid & Priest LLP   Legal Services             $688,738
Jennifer A. Kuenster
PO Box 60000
San Francisco
CA 94160-2947
Tel: 415 371 1200
Fax: 415 371 1211

Hutch Associates           Trade Debt                 $520,000
   Consultants, Inc.
Richard Smith
62150 Sheridan Drive
Buffalo, NY 14221-4884
Tel: 412 497 2000
Fax: 412 497 2212

The Valspar Corporation    Trade Debt                 $487,577
Daniel A. Currie
2001 Tracey Street
Pittsburgh, PA 15233
Tel: 412 734 8507
Fax: 412 732 3167

Reliance Street &          Trade Debt                 $457,429
   Aluminum Corp.
Bill Sates
350 South Grand Avenue
Los Angeles, CA 9007
Tel: 213 687 7700

Alcan International        Trade Debt                 $455,000
   Limited
Jean Doucer
1955 Mellon Street
Building 109
Jonquire Quebec
Canada, G7S4L2
Tel: 514 848 8049
Fax: 514 848 1215

Dewoff, Boberg &           Trade Debt                 $450,000
   Associates, Inc.
Stanley Stafford
PO Box 2055
Bluffton, SC 29910
Tel: 800 800 6030
Fax: 972 808 9291

KLS Logistics Services     Trade Debt                 $440,000
Bob Flint
3061 Independence Dr.
Suite 5
Livermore, CA 94550
Tel: 925 243 6516
Fax: 925 243 6526

Bryan Cave LLP             Legal Services             $420,399
Michael B. McKinnis
One Metropolitan Square
211 N. Broadway
Suite 3600
St. Louis, MO 63102-2750

Ronal Adams Contractor,   Trade Debt                  $495,587
   Inc.
Thomas Hymel
1074 Highway 1
Thibodaux, LA 70301
Tel: 985 447 4466
Fax: 985 447 4546

Alutek, Inc.              Trade Debt                  $364,000
John Seelifo
3401 N. Tschirlely Rd.
Spokane, WA 99216
Tel: 509 924 2689
Fax: 509 928 3788

Morgan Lewis & Bockius   Legal Services               $389,542
   LLP
James D. Pagliaro, Esq.
1701 Market Street
Philadelphia, PA 19103-2921
Tel: 215 963 5000
Fax: 215 963 5299

Conti Lines USA,         Trade Debt                  $337,737
   LTD. Inc.
Wolfgang K. Teuckert
1800 Eller Drive
Suite 205
Fort Lauderdale, FL 33316
Tel: 954 524 4323

CASS                   Trade Debt                    $300,000
Elizabeth Cady
900 Cheimsford Street
Cross Point Tower
Lowell, MA 01851
Tel: 978 323 6761
Fax: 978 323 6624

Kinder Morgan           Trade Debt                   $290,000
   Bulk Terminal
Tom Stanley
1770 Highway 44
Reserve, LA 70084
Tel: 800 535 8170

CII Carbon, LLC          Trade Debt                  $288,312
Trudy Ferguson
1615 East Judge
Perez Drive
Chalmette, LA 70043

Pechiney World           Trade Debt                  $280,000
   Trade (USA)
Emanuel Dupuy-d' Angeac
U.S. Agencies Division
PO Box 73433
Chicago, IL 60673-7433

IMCO Recycling of        Trade Debt                  $274,355
   Idaho, Inc.
Tom Rogers
Central Tower at
Williams Sq.
5215 North O'Conner Blvd.
Suite 940
Irving, TX 75039

Red Man Pipe & Supply    Trade Debt                  $261,189
   Company
Larry Delger
Central Tower at
Williams Sq.
5215 North O'Conner Blvd.
Suite 940
Irving, TX 75039

Vista Metals             Trade Debt                  $260,000
Robert Pruefke
13425 Whitram Ave,
Fontana, CA 92336
Tel: 909 823 4278
Fax: 909 823 5353

Producers Gas Sales,    Trade Debt                   $235,753
   Inc.

Betty A. Tally          asbestos claim               $225,000

Joan Dunn and           asbestos claim               $225,000
   Wendy Dunn

Southern California    Trade Debt                    $205,000
   Edison

Standard Shipping Inc. Trade Debt                    $200,000

Environcon             Trade Debt                    $198,000

Columbia Metals Co.    Trade Debt                    $179,158

Jenkins & Martin LLP   Legal Services                $175,893

Vallen Safety Supply   Trade Debt                    $175,000
   Company

American Electric      Trade Debt                    $169,862
   Power

Furnish & Associates   Trade Debt                    $169,507
   Eng. Inc.

Alliance Energy        Trade Debt                    $168,500
   Services

Doussan Cases &        Trade Debt                    $155,533
   Industrial - Oxy

Earl M. Jorgesen       Trade Debt                    $154,108

Relocation, Inc.       Home Buyout                   $152,348

Forman Perry Watkins   Legal Services                $151,834
   Krutz & Tardy PLLC

Spur Indusrties        Trade Debt                    $150,000

Ondeo Naico Company    Trade Debt                    $149,648

ABB Automation, Inc.   Trade Debt                    $146,901

Cytec industries Inc.  Trade Debt                    $139,908

Springfellow &         Trade Debt                    $139,892
   Associates

Grinnel Fire           Trade Debt                    $136,000
   Protection

Witherspoon, Kelley,   Trade Debt                    $132,943
   Davenport & Toole


Foster Pepper &        Legal Services                $125,000
   Shefelman PLLC


KASPER ASL: Look for Schedules & Statements Around April 7
----------------------------------------------------------
Kasper A.S.L., Ltd. asks the U.S. Bankruptcy Court for the
Southern District of New York for an extension of time to file
its schedules of assets and liabilities, schedules of current
income and expenditures, statement of financial affairs,
schedule of executory contracts and unexpired lease, and lists
of equity shareholders. The debtors wish to extend that time to
April 7, 2002.

In order to prepare the Schedules and Statements, the Debtors
remind the Court that they need to gather information from
books, records, and documents relating to thousands of
transactions. Although most books, records, and documents are
primarily located at the Debtors' corporate headquarters, others
are located at their store locations and collection of these
information will require a considerable time and effort on the
part of the Debtors.

With the amount of work entailed in the project and the
competing demands on employees, it is most unlikely that the
Debtors will be able to complete the Schedules and Statements
properly and accurately within the proscribed 15-day deadline,
the Debtors say.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 05, 2002. Alan B. Miller, Esq. at Weil, Gotshal &
Manges, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $308,761,000 in assets and $255,157,000 in
debts.


KMART CORP: Calling for Injunction Against Utility Companies
------------------------------------------------------------
In the ordinary course of business, Kmart Corporation, and its
debtor-affiliates use gas, water, electric, telephone, fuel,
sewer, telecommunications, Internet, paging, cellular phone and
other services provided by hundreds of Utility Companies and
other providers.

According to J. Eric Ivester, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois, the Debtors' entire
business operations depend upon uninterrupted service for their
continued operations and to preserve the value of their assets.

By this motion, the Debtors ask the Court for an order providing
that:

  (1) Utility Companies are prohibited from altering, refusing,
      or discontinuing services to, or discriminating against,
      the Debtors on the basis of the commencement of these
      cases or on account of any unpaid invoice for service
      provided prior to the Petition Date;

  (2) Any Utility Company seeking adequate assurance from the
      Debtors in the form of a deposit or other security be
      required to make a request in writing, setting forth the
      location for which utility services were provided, so that
      the request is actually received by the Debtors within 25
      days of the Date of the Order granting this Motion;

  (3) Any such Request must set forth a payment history for the
      most recent 6 months and a description of any prior
      material payment delinquency or irregularity;

  (4) The Debtors be required to file a Motion for Determination
      of Adequate Assurance of Payment and set such motion for
      hearing within 45 days if a Utility Company timely and
      properly issues a Request to the Debtors that the Debtors
      believe is unreasonable.  If a Determination Motion is
      filed or a Determination Hearing scheduled, Utility
      Companies shall be deemed to have adequate assurance of
      payment under section 366 of the Bankruptcy Code until
      this Court enters a final order finding otherwise;

  (5) Any Utility Company that does not timely request in
      writing additional adequate assurance pursuant to these
      procedures shall be deemed to have adequate assurance.

Mr. Ivester asserts that the Debtors' pre-petition payment
history and the Debtors' proposed DIP financing should be enough
to adequately assure the Utility Companies of continued payment
for their services -- without the need for deposits or other
security.  Mr. Ivester tells the Court that the Debtors have
been consistent and regular in paying their utility bills.  "The
Debtors have, or will continue to have, sufficient funds from
operations and the terms of the proposed DIP financing to make
timely post-petition payments to all Utility Companies," Mr.
Ivester claims. (Kmart Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


KMART CORP: A.M. Best Says Insurers' Investment Portfolios Hurt
---------------------------------------------------------------
The filing of Chapter 11 bankruptcy for retailing giant Kmart is
adding to the investment exposures currently hitting insurance
company portfolios, according to an A.M. Best statistical study
released today.

Kmart cited, "the evaporation of the surety bond market" as one
of the reasons for its financial woes.

The life/health industry reported a market value of $332.8
million in Kmart securities, including common and preferred
stocks and corporate bonds, while the property/casualty market
reported $52.4 million, based on quarterly filings with the
National Association of Insurance Commissioners as of September
30, 2001. John Hancock Financial Services, State Compensation
Insurance Fund of California, Connecticut General Life Insurance
Co., Prudential Insurance Company of America, Texas Mutual
Insurance Co. and Capital Indemnity Corp., are some of the
insurers affected.

A.M. Best expects to update this statistical study with year-end
2001 data when it becomes available, as certain positions might
have been reduced after the quarterly filing, and some insurers
will have to write down these assets.

The full 16-page A.M. Best statistical study provides details on
the individual investments of the major insurance companies,
including their holdings in Kmart's common and preferred stock
and corporate bonds. The study shows the number of shares, book
value, market value, statement value and actual costs as of
September 30, 2001, the most recent date for which data is
available. Data on corporate bonds also includes the year bonds
were acquired, maturity dates and rates.

Subscribers to BestWeek can download a printed copy of the full
16-page statistical study free or a combination of the printed
study plus a spreadsheet file of the study data for $75 from the
BestWeek Web site at
http://www3.ambest.cossm/frames/fs.asp?site=bestweek&tab=4
Nonsubscribers can download a copy of the full 16-page study for
$50 or a combination of the printed study plus a spreadsheet
file of the study data for $100 from the BestWeek Web site at
http://www3.ambest.com/frames/fs.asp?site=bestweek&tab=4

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


LERNOUT & HAUSPIE: Seeks OK of Cananwill Premium Financing Pact
---------------------------------------------------------------
Dictaphone Corporation, Debtor, asks Judge Wizmur for entry of
an order (i) authorizing Dictaphone to enter into the Commercial
Insurance Premium Finance and Security Agreement with Cananwill;
(ii) modifying the automatic stay to the extent set forth
herein; and (iii) setting a final hearing and establishing an
objection deadline.

Dictaphone tells Judge Wizmur that, in the ordinary course of
its business, Dictaphone must maintain property and business
interruption insurance policies, among others, customarily
maintained by companies the size of Dictaphone. Dictaphone's
property and business interruption policies expired according to
their terms on December 31, 2001. Dictaphone has replaced these
insurance policies effective December 31, 2001 with (i) a new
property insurance policy with Royal Insurance Company of
America, Policy No. RHD317290, (ii) a new property insurance
policy with Swett and Crawford ACE USA, Policy No. PHF059339,
and (iii) a new business interruption insurance policy with
Royal Insurance Company of America, Policy No. RHD317290. The
Insurance Policies with Royal Insurance Company are for twelve
month terms, and the Insurance Policy with Swett and Crawford is
for an eight month term.

In the aggregate the Insurance Policies provide $91.1 million in
property insurance coverage and $29.0 million in business
interruption coverage. Dictaphone is required to pay a lump sum
premium of $740,631.00 for the Insurance Policies. Dictaphone
was previously covered by insurance policies maintained by L&H
NV on behalf of all members of the L&H Group but must replace
these policies and make the required premium payments by
February 15, 2002. If such payment is not made, the insurers can
terminate coverage. Dictaphone wishes to finance the payment of
the premiums by entering into the Agreement with Cananwill.

            Premium Finance And Security Agreement

A. Payments Due Under Agreement

Dictaphone reminds Judge  Wizmur that, on January 25, 2001 and
September 25, 2001, she entered orders authorizing L&H NV to
enter into similar agreements with Cananwill to finance
$1,621,176.87 and $1,340,011 in insurance premium payments,
respectively, due under certain general liability and property
insurance policies.  Dictaphone proposes to enter Into the
Agreement to finance the lump sum premium payment of $740,631.00
owed under the Insurance Policies. The Agreement provides for a
cash down payment of $259,220.00 on February 15, 2002. The
Agreement also provides for the financing of $481,411.00 in
seven monthly installment payments of $69,921.67 at an annual
percentage rate of 4.99%, for a total of $748,671.69 in payments
to Cananwill.

B. Lien Granted In Favor Of Cananwill

The Agreement is on terms that are standard and customary in the
industry, including the granting of a lien by Dictaphone in
favor of Cananwill on "all sums payable to [Dictaphone] under
the listed [Insurance] Polices, including, among other things,
any gross unearned premiums and any payment on account of loss
which results in a reduction of unearned premium."  Because the
granting of such a lien is customary and usual in financings
such as the Agreement outside of bankruptcy, Dictaphone does not
believe that Cananwill or any other insurance premium financer
would enter into a premium finance agreement without the benefit
of such a lien. In addition, Dictaphone believes that it would
be extremely difficult to obtain terms for such financing
as advantageous as those provide by Cananwill.

Dictaphone further requests that Cananwill's security interest
under the Agreement be deemed duly perfected without further
action by Cananwill. Many courts have concluded that an
insurance premium financer's security interest in unearned
premiums is deemed perfected without the need for any further
action.

C. Modification Of Automatic Stay

In addition, Cananwill has informed Dictaphone that it will not
provide the financing unless Dictaphone obtains an order of this
Court (a) authorizing Dictaphone to execute and deliver the
Agreement and any amendments thereto as Dictaphone may deem
necessary or desirable to carry out this Court's order, and (b)
providing that if there is a default with respect to any of
Dictaphone's payment obligations under the Agreement, then, upon
ten days' written notice to Dictaphone and its counsel, the
automatic stay shall be modified without further application to
(or order by) the Court (unless Dictaphone cures the default
within such ten-day period) to allow Cananwill to exercise all
rights and remedies available to it under the Agreement.  Such
service shall be accomplished by overnight mail or facsimile
transmission of the notice to (i) to Dictaphone and (ii) to
Dictaphone's counsel.

Dictaphone and Cananwill acknowledge that among those rights is
the right to cancel the Insurance Policies and to obtain all
unearned premiums returnable thereunder, which shall be paid
directly to Cananwill. Notice provided in accordance with the
terms of the Agreement shall be deemed to be notice of intent to
cancel as required under any applicable state law and Dictaphone
and Cananwill agree that no additional notice shall be required
to satisfy the requirements thereof.

Cananwill has agreed that if the funds obtained upon
cancellation are in excess of the sum then due by Dictaphone to
Cananwill, upon the clearing of such funds, Cananwill shall pay
to Dictaphone such excess amount. If the funds obtained upon
cancellation are insufficient to repay all of Dictaphone's
obligations under the Agreement, the deficiency amount shall
constitute an administrative expense of the estate.

       Interim Approval of Agreement Should Be Granted

A final hearing on a motion to obtain credit pursuant to section
364 of the Bankruptcy Code may not be commenced earlier than
fifteen  days after the service of such motion. However, the
Court has the ability to conduct an expedited preliminary
hearing on the Motion and authorize the obtaining of credit to
the extent necessary to avoid immediate and irreparable harm to
a debtor's estate.

Dictaphone requests that Judge  Wizmur conduct a preliminary
expedited hearing on February 15, 2002 to enter the Interim
Order authorizing Dictaphone to obtain insurance premium
financing pending a final hearing.  Entry of the Interim Order
on an expedited basis is necessary to ensure that the Insurance
Policies will not be canceled and that Cananwill will finance
the payment of the lump sum premiums due under the Insurance
Policies, pending the Final Hearing.

The relief requested here is necessary in order to prevent
irreparable harm to Dictaphone and its estate and creditors. If
Dictaphone is unable to enter into the Agreement, Dictaphone
will have to pay the entire amount due under the Insurance
Policies on or about February 15, 2002 or the Insurance Policies
will likely be canceled and Dictaphone and its estate will
suffer immediate and irreparable harm.

To protect the interests of its creditors, Dictaphone requests
that the Court set the Final Hearing on the Motion for February
26, 2002, which has already been set as a hearing date in these
cases and require that all objections to the Motion be filed and
served so as to be received by the Court, counsel to Dictaphone,
counsel to the Dictaphone Creditors' Committee; and Cananwill on
or before 12:00 p.m. EST, February 21, 2002. Dictaphone further
requests that, pursuant to Bankruptcy Rule 4001(d)(3), if no
party in interest objects to the Motion by the Objection
Deadline, the Interim Order will become a final order as of the
Objection Deadline and no Final Hearing will be held on the
Motion. If a Final Hearing on the Motion is held and the Court
requires modification of any material term thereof or fails to
approve the Agreement on a final basis on or before March 31,
2002, unless otherwise extended by Cananwill, Cananwill may, in
its sole discretion, cancel the Insurance Policies without
further order of the Court.

                   Good Faith Of Cananwill

Dictaphone and Cananwill have negotiated the terms of the
Agreement in good faith and, accordingly, Dictaphone requests
that the Court find that Cananwill is extending credit in good
faith within the meaning of the Bankruptcy Code.

             Grant Of Lien In Favor of Cananwill Is
         Authorized By Section 364(c) Of Bankruptcy Code

The Bankruptcy Code provides that if the debtor-in-possession is
unable to obtain unsecured credit allowable as an administrative
expense under the Bankruptcy Code, then the Court, after notice
and a hearing, may authorize the debtor-in-possession to obtain
credit or incur debt on, inter alia, the following bases:

       (1) with priority over any or all administrative expenses
of the kind specified in section 503(b) or 507(b);

       (2) secured by a lien on property of the estate that is
not otherwise subject to a lien; or

       (3) secured by a junior lien on property of the estate
that is subject to a lien.

To succeed in a motion under this section, debtors must show
that (1) they are unable to obtain unsecured credit; (2) The
credit transaction is necessary to preserve the assets of the
estate; and (3) The terms of the transaction are fair,
reasonable, and adequate, given the circumstances of the debtor-
borrower and the proposed lender. Based upon these factors, the
Debtors tell Judge Wizmur she should grant the relief requested
in this Motion and authorize Dictaphone to enter into the
Agreement with Cananwill.

1. Insurance Premium Financiers Require
   A Lien On Unpaid Insurance Premiums

Dictaphone wishes to finance the lump sum insurance premium
payment due under the Insurance Policies to preserve its cash.
Cananwill will not finance the insurance premium payment due
under the Insurance Policies without the benefit of a lien on
the unpaid premiums. As it is a customary and usual business
practice for insurance premium financiers to secure the unpaid
premiums with a lien (even outside of bankruptcy), Dictaphone
does not believe that any other insurance premium financer
would enter into a premium finance agreement without the benefit
of such a lien. In addition, Dictaphone believes that it would
be extremely difficult to obtain terms for such financing as
advantageous as those provided by Cananwill, which include,
among other things, an interest rate of 4.99%.

2. Transactions Contemplated By Agreement Are Necessary To
   Preserve Assets Of Dictaphone And Its Estate

In the absence of the Insurance Policies, Dictaphone may be
exposed to liability relating to, among other things, property
damage claims or business interruption, which could deplete the
assets of Dictaphone and its estate. Dictaphone wishes to
finance the lump sum insurance premiums to preserve cash which
Dictaphone needs to successfully reorganize. If Dictaphone is
not authorized to enter into the Agreement with Cananwill, it
will be forced to utilize its valuable cash to make the lump sum
payment. Accordingly, the transactions contemplated by the
Agreement are necessary to preserve the assets of Dictaphone and
its estate.

3. Terms Of Agreement Are Fair, Reasonable, And Adequate

Entering into the Agreement will allow Dictaphone to finance the
lump sum insurance premiums required under the Insurance
Policies. The Agreement was negotiated in good faith and offers
favorable terms, including a 4.99% interest rate. The granting
of a lien on the unpaid insurance premiums is standard and
customary in the insurance premium financing industry.
Accordingly, the terms of the Agreement are fair, reasonable,
and adequate.

B. Authorizing Dictaphone To Enter Into Agreement
   Is In Best Interest of Dictaphone And Its Estate

Without the Insurance Policies, Dictaphone would be exposed to
potential liability that could deplete the assets of its estate.
If Dictaphone is unable to enter into the Agreement, it will be
forced to utilize valuable cash that Dictaphone needs to
successfully reorganize to make the lump sum payment.
Accordingly, it is in the best interest of the Dictaphone and
its estate for Dictaphone to enter into the Agreement.
(L&H/Dictaphone Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MCLEODUSA INC: Seeks Approval to Pay General Unsecured Claims
-------------------------------------------------------------
Randall Rings, McLeodUSA's Group Vice President, Secretary and
General Counsel, tells the Court that, in addition to obtaining
$1,300,000,000 of senior secured bank credit facilities on May
31, 2000, the Debtor issued eight series of unsecured notes:

  (a) l0-1/2% Senior Discount Notes with an accreted value as of
      January 31, 2002 of approximately $495,850,024;

  (b) 12% Senior Notes with outstanding principal plus accrued
      interest as of January 31, 2002 of approximately
      $159,750,000;

  (c) 11-1/2% Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $216,037,500;

  (d) 9-1/4% Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $236,273,437;

  (e) 8-3/8% Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $309,421,875;

  (f) 9-1/2% Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $307,125,000;

  (g) 11-3/8 Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $799,765,625; and

  (h) 8-1/8% Senior Notes with outstanding principal plus
      accrued interest as of January 31, 2002 of approximately
      $518,619,792.

The Debtor collectively has approximately $3,042,843,253 in bond
indebtedness.

Under the Debtor's prepackaged plan, holders of senior notes
will receive:

  (a) $670,000,000 in cash;

    This cash payment will be funded by:

     (i) $570,000,000 of the $600,000,000 of aggregate
         proceeds to be received from Debtor's previously
         announced agreement for the sale of its directory
         publishing business to Yell Group (subject to a price
         reduction of $200,000 per day if the transaction closes
         after April 30, 2002, but prior to August 1, 2002); and

    (ii) $100,000,000 in cash from a new equity investment
         of $175,000,000 by Forstmann Little.

  (b) $175,000,000 New Convertible Preferred Stock, convertible
      into 15.0% of the new common stock to be issued under the
      terms of the Plan on a fully diluted basis after giving
      effect to the recapitalization of the Debtor, but prior to
      the exercise of the New Warrants and management options
      (as more particularly described in the Plan);

  (c) 5-year warrants to purchase an additional 6% of the common
      stock for $30,000,000.

The recapitalization plan will eliminate about $3,000,000,000 of
the Debtor's bond debt.

Because this chapter 11 focuses on a restructuring of the
Debtor's bank and bond debt, McLeodUSA asks the Court for an
order allowing it to pay in full all its general unsecured
creditors.

Mr. Rings says the relief requested may help to avert the filing
of reclamation claims, adversary proceedings and other creditor
motions and allow it to focus on effectuating the restructuring
plan. He says avoiding the time and expense of addressing such
issues in the Bankruptcy Court will benefit the Debtor, its
estate and its creditors.

Additionally, Mr. Rings says, allowing the Debtor to pay its
General Unsecured Claims will likely avert disruption between
the Non-Debtor Affiliates and their general unsecured creditors.

Noting the de minimis amount involved, and observing that this
request is common in large-scale pre-packaged chapter 11 cases,
Judge Katz grants the Debtor's Motion. (McLeodUSA Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


METALS USA: Committee Intends to Trade in Debtors' Securities
-------------------------------------------------------------
The Official Joint Committee of Unsecured Bondholders and
Creditors of Metals USA, Inc., and its debtor-affiliates asks
the Court to allow its members that are Securities Traders to
trade in the Debtors' stock, notes, bonds, debentures or
participate in any of the Debtors' debt obligations. The
Committee also asks the Court to decree that in trading the
Debtors' securities (i) the trading-member will not violate
their duties as Committee members, provided they effectively
implement information blocking policies and procedures or
Screening Wall procedures to keep non-public information
obtained through their activities as Committee members away from
people making actual trading decisions and (ii) their claims
will not be subject to possible disallowance, subordination or
other adverse treatment.

According to H. Rey Stroube III, Esq., at Akin Gump Strauss
Hauer & Feld LLP in Houston, Texas, the Screening Wall
procedures are to prevent the Securities Traders from misusing
non-public information that they obtained through their
activities as Committee members. Each of the Securities Traders
provide investment advisory services to institutional, mutual
fund and high net-worth clients. As such, each of them has a
fiduciary duty to maximize returns for its clients through
buying and selling of securities. But with their membership to
the Committee, the said Securities Traders and their affiliates
also owe a fiduciary duty to other creditors not to divulge any
confidential or inside information on the Debtors.

Mr. Stroube admits that the Securities Traders are in a
sensitive situation because if they barred from trading the
securities for the duration of these cases because of their
duties to other creditors, they risk the loss of beneficial
investment opportunity for its clients. But if any of them
resigns from the Committee, the interests of the shareholders
may be compromised because of their taking on a less active role
in the reorganization process.

Screening Wall procedures are established by an institution to
isolate its trading activities from its activities as a member
of an official committee of unsecured creditors in a chapter 11
bankruptcy case. This includes, among others, the employment of
different personnel to perform each function and the physical
separation of office and file space.

Mr. Stroube enumerates these policies for the Screening Wall
procedures:

A. Personnel of the Securities Traders Committee members
     shall execute a letter acknowledging that they may receive
     non-public information regarding the Debtors and that they
     are aware of the Screening Wall procedures which are in
     effect;

B. The letter shall state that the Securities Traders are in
     compliance with the provisions of this motion and a copy
     of each letter shall be forwarded to the Debtors' counsel;

C. Personnel of the Securities Traders responsible for
     performing Committee functions shall be different from the
     personnel responsible for performing trading functions and
     shall use physically separate office space, file space,
     telephone lines and facsimile lines for the performance of
     their respective responsibilities;

D. Personnel of each of the Securities Traders will not directly
     or indirectly share any non-public Committee information
     concerning these cases with employees of the other
     Securities Traders except for the regulators, auditors and
     designated legal personnel who shall not share the same
     non-public information;

E. Personnel of the Securities Traders will establish procedures
     which provide for the maintenance of all files containing
     non-public information, received in connection with or
     generated from Committee activities, in secured files
     which are physically separated from and inaccessible to
     other employees of such the other employees in the same
     firm;

F. Personnel of each of the Securities Traders will not receive
     any information regarding the firm's trades in  securities
     in advance of the execution of such trades apart from the
     usual and customary internal and public reports showing
     such firm's purchases and sales, the amount and class of
     securities owned by such firm including the securities;
     and

G. The compliance department personnel of each of the Securities
     Traders shall review from time to time the Screening Wall
     procedures to ensure compliance and shall maintain records
     of such review.

Mr. Stroube clarifies that the policies listed are meant to
exemplify common steps taken to establish a Screening Wall and
are not mean to be exclusive of other measures and do not
necessarily represent the precise procedures that each
Securities Traders shall institute. The use of Screening Walls
is a common method used by Securities Firms and some other
members of the Committee to guard against the misuse of non-
public information. Devices of this nature are required to be
maintained by broker-dealers and investment advisers by the
Insider Trading Fraud Enforcement Act of 1988. (Metals USA
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NATIONSRENT: Brings-In Arthur Andersen as Independent Auditors
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates ask the Court for
permission to employ and retain Arthur Andersen LLP as
independent auditors and accountants as of the Petition Date.

Joseph H. Izhakoff, the Debtors' Vice-President, General Counsel
and Secretary, submits that employing Arthur Andersen would be
in the best interests of the Debtors as the firm has provided
auditing and related accounting services to numerous large,
national business entities and has extensive knowledge of the
industry in which the Debtors operate. Also, the firm has
significant experience in reorganization proceedings and enjoys
an excellent reputation for services that it has rendered large
and complex Chapter 11 proceedings in behalf of both debtors and
creditors. Mr. Izhakoff adds that Arthur Andersen is also
familiar with the Debtors' current auditing and accounting needs
prior to the Petition Date and ever since the Debtors'
inception.

Arthur Andersen will be providing these services to the Debtors:

A. Audit the Debtors financial statements;

B. Perform inventory and requirement observation procedures;

C. Render accounting assistance in connection with reports;

D. Provide accounting support on the preparation of a
     liquidation analysis for the Debtors;

E. Provide expert testimony as required;

F. Work with accountant and other financial consultants to the
     Creditors' Committee  and other creditor groups;

G. Provide accounting support in connection with the preparation
     of the Debtors' Schedule of Assets and Liabilities and
     Statements of Financial Affairs;

H. Assist the Debtors in filing the annual report on Form 10K
     with the SEC;

I. Assist with avoidance action analysis; and

J. assist with other such natters as management or Debtors'
     legal counsel and Andersen may agree to from time-to-time.

Mr. Izhakoff clarifies to the Court that in performing such
services, Arthur Andersen will not be assuming the role of
management but in an advisory capacity only. The Debtors,
according to him, understand that any decision to implement
Andersen's recommendations or to act on Andersen's advice will
solely be at their discretion.

Arthur Andersen partner Thomas J. Bradley informs the Court that
aside from reimbursement of out-of-pocket expenses, the firm
will also be compensated based on the firm's hourly rates for
its professionals, which are:

                Partner            $400 to $595
                Sr. Manager        $295 to $515
                Managers           $295 to $515
                Senior Auditors    $180 to $290
                Consultants        $180 to $290
                Staff              $110 to S200
                Paraprofessionals  $110 to S200

Mr. Bradley relates that from time to time, Andersen may staff
this particular engagement with professionals from an office
outside Fort Lauderdale as either a specialty not available
locally is required or because demands so require and the
Debtors have agreed to reimburse Andersen for the reasonable
fees and expenses associated with such staffing. During the year
preceding to the Petition Date, Andersen received payments from
the Debtors totaling $1,237,519 on account of service performed
and expenses incurred prior to the Petition Date sourced from
the Debtor's operating cash.

Mr. Bradley assures the Court the Firm has no connections with
parties-in-interests in these cases and is a "disinterested
person" as defined in the Bankruptcy Code. However, Andersen
currently provides audit, tax, consulting or other services to:

A. The Debtors' Largest Unsecured Creditors including CIGNA
     Health Care, Daewoo Heavy Industries, Diamant Boart Inc.,
     Genie Industries, Goodyear Commercial Tire, Interstate
     Battery System, Lowe's Home Centers Inc. ,Prudential
     HealthCare, Skyjack Incorporated, Wacker Corporation;


B. A Party to joint ventures with the Debtors that is Loves
     Companies, Inc. and a parties to certain litigation with
     the Debtors that is Daewoo, RSC and Ultra;

C. The Debtors' attorneys and other professionals including
     Bingham Dana LLP, Ernst & Young LLP Richards, Layton &
     Finger, P.A. Robinson Lerer & Montgomery, Strategic
     Communications Skadden, Arps, Slate, Meagher & Fiom LLP
     and UBS Warburg LLC;

D. Lenders Under the Debtors' Secured Credit Facility including
     AIMCO CDO Series 2000-A, Bank of America Citibank NA,
     Citizens Bank, Credit Lyonnais, Deutsche Bank, Fifth Third
     Bank ,First Union National Bank (NC-0760), Fleet National
     Bank, Franklin Templeton Investments, GE Capital
     Corporation, JP Morgan, JP Morgan Partners, Merrill Lynch
     Senior Floating Rate Fund Inc. Lonhorn CLO, Morgan
     Stanley, Dean Witter Prime Income Trust National City,
     Prudential Insurance Company of America, RGB Finance LLC,
     Stein Roe & Farnham LLC, Stein Roe & Farnham CLO I Ltd.,
     SunTrust Bank Toronto Dominion (New York) Inc. and Union
     Bank of California NA;

E. Indenture Trustees to the Debtors' Industrial Revenue and
     Senior Note Debt that is the Bank of New York;

F. Holders of Senior Subordinated Notes AIG Global Inv. Corp.,
     Bank of America Securities, Bank of Montreal, Bankers
     Trust Company, Hawkeye Capital LP, Investcorp, MBIA Inc.,
     PPM America Inc. and Stein Roe & Farnham;

G. A holder of Seller Notes that is Huizenga Investments Limited
     Partnership and major real property lessors that are
     AutoNation and Boca Resorts. Inc;

H. The Debtors'  major equipment lessors and certain licensors
     incliding Aon Risk Service, Banc One Leasing Corporation,
     Bombardier Capital Inc., Case Corporation Case Credit
     Corporation, Caterpillar Financial Services Corporation
     Deere Credit Inc., EMC Corporation, GE Capital Corporation
     General Electric Capital Corporation, New Holland Credit
     Company LLC, NorLease Inc., Southtrust Bank N.A., Star
     Bank N.A. and Transamerica Business Credit Corporation;

I. Stockholders that hold five percent or more of the Debtors'
      Outstanding Stock and Their Respective Affiliations
      including H. Family Investments, Inc., Investcorp S.A.,
      DB Capital Investors L.P., J.P. Morgan Capital
      Corporation and affiliate Sixty Wall Street Fund L.P. and
      stockholders of preferred stock DB Capital Investors L.P.
      and JP Morgan Capital Corporation;

Aurthur Andersen previously provided audit, tax, consulting or
other services to the Debtors' holders of seller notes including
Arenco LLC, Ray L. O'Neal Inc. and Reliable Rental & Supply Co.
as well as the Debtors' major real property lessors that are
The Bode-Finn Company, Naples Rent-All and Sales Company and
Revco Equipment Rentals. (NationsRent Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NET2000 COMMUNICATIONS: Completes Sale of Customer Base Assets
--------------------------------------------------------------
On January 14, 2002, Net2000 Communications, Inc. completed the
sale of its assets, including all of its customer base and hard
assets, except with respect to the customer base in
Massachusetts, New York, New Jersey and Rhode Island, to
Cavalier East, an affiliate of Richmond, Virginia-based Cavalier
Telephone.

On January 21, 2002, Net2000 completed the sale of its customer
base located in Massachusetts, New York, New Jersey and Rhode
Island to Cavalier.

Founded in 1993, Net2000 is an innovative provider of broadband
voice and data telecommunications services. Net2000 provides
businesses with quality local, long distance, data, interactive
video and Internet services delivered over a single broadband
connection and conveniently billed on a single invoice. Net2000
filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code on November 16, 2001, in the U.S. Bankruptcy Court for the
District of Delaware.


OWENS CORNING: Selling Shielding Assets to Parker for $1.5 Mill.
----------------------------------------------------------------
Owens Corning, and its debtor-affiliates seek an order of this
Court authorizing entry into an Asset Purchase Agreement with
Parker Hannifin Corporation, whereby the Debtors will transfer
the Acquired Assets and the Assigned Intellectual Property of
the shielding solutions business to Parker Hannifin. In
connection with the closing of the transactions contemplated by
the Agreement, the Debtors and Parker Hannifin will enter into
an Intellectual Property Assignment and License Agreement
pursuant to which the Debtors will assign certain intellectual
property and license certain other intellectual property to
Parker Hannifin. In addition, the Debtors and Parker Hannifin
will enter into various additional agreements in connection with
the consummation of the proposed transaction, including a
Transition Services Agreement, an Assignment and Assumption
Agreement, and a Bill of Sale.

According to Norman L. Pernick, Esq., at Saul Ewing LLP in
Wilmington, Delaware, the Debtors was previously engaged in the
development, manufacturing and marketing of proprietary
shielding solutions applications to the worldwide electronics
market. The shielding solutions technology is based on the
ability to disperse discrete metal-coated carbon fibers
uniformly throughout a matrix of plastic materials such as
TC/ABS, ABS and nylon.  Mr. Pernick explains that the
conductivity imparted to the plastic material provides
electromagnetic shielding when used for the housing of various
electronic devices such as laptop computers, cellular phones,
network servers and base station hardware. This technology
replaces conventional shielding techniques such as conductive
paints or electroplating, thereby reducing the cost and
enhancing the effectiveness of a finished device.

In the fourth quarter of 2000, Mr. Pernick relates that the
Debtors decided, for strategic and other considerations, to
close down the shielding solutions business, which retains two
manufacturing lines in Granville, Ohio, and certain patents and
other intellectual property. In the first quarter of 2001, Owens
Corning offered the business for sale and more than ten
companies were contacted to ascertain whether they had any
interest in acquiring the shielding solutions business. However,
only three companies expressed preliminary interest in the
shielding solutions business by submitting letters of intent to
acquire the business. Parker Hannifin Corporation conducted
extensive due diligence, extended an offer to purchase, and has
negotiated an Asset Purchase Agreement.

The salient terms of the Asset Purchase Agreement are:

A. Asset Purchase: Parker Hannifin agrees to purchase from
     Debtors, and Debtors agrees to sell, transfer, convey and
     deliver to Parker Hannifin, all of the Shielding Solutions
     Assets at Closing and the Parties further agree to enter
     into the Intellectual Property Agreement.

B. Purchase Price: The aggregate purchase price for the
     Shielding Solutions Assets shall be $1,500,000 to be paid
     at Closing. In addition, Parker Hannifin shall pay Debtors
     royalties as set forth in the Intellectual Property
     Agreement.

C. Closing Date. Closing shall take place the 12th day following
     the date of Bankruptcy Court approval and shall be deemed
     effective as of 5:00 p.m. (E.S.T.) on the Closing Date.

D. Assumption of Assumed Liabilities: Parker Hannifin agrees to
     assume and become responsible for all Assumed Liabilities
     as of the Effective Time on the Closing Date. The Debtors
     shall be responsible for any and all Liabilities to the
     extent arising from the Business prior to the Closing Date.

E. Representations and Warranties Concerning the Company: The
     Debtors make no warranties with respect to the intellectual
     property rights of the Debtors in or to any of the Assets
     assigned or licensed by the Debtors to Parker Hannifin
     other than the warranties set forth in the Intellectual
     Property Agreement. The Debtors shall covey to Parker
     Hannifin good and marketable title to tangible Acquired
     Assets, free and clear of all security interests or
     restrictions on transfer. All of the Inventories of raw
     materials or finished goods included in the Acquired Assets
     are being conveyed on an "as is, where is" basis and Parker
     Hannifin shall rely upon its own examination thereof.

F. Representations and Warranties of Parker Hannifin: Buyer
     acknowledges that it has had a reasonable opportunity to
     visit with Debtors and to meet with its representatives to
     discuss the Business and the Assets.

Mr. Pernick maintains that the purchase price for the Shielding
Solutions Assets is the result of arms-length, good-faith
negotiations between the Debtors and Parker Hannifin and the
Buyer is not an "insider" of the Debtors within the meaning of
section 101(31) of the Bankruptcy Code and is not controlled by,
or acting on behalf of, any insider of the Debtors. Due to the
nature of the technology being sold, the Debtors do not believe
that an auction process will net any greater amount for the
Shielding Solutions Assets, and would simply expend unnecessary
resources. Mr. Pernick informs the Court that of the three
prospective purchasers of the company, two bid in excess of
$1,500,000 for the Shielding Solutions Assets, but they did not
offer to pay any royalties for the intellectual property. In
addition, although two of the Prospective Purchasers expressed
preliminary interest, they did not conduct due diligence or
pursue consummation of the transaction. Parker Hannifin, on the
other hand, offered $1,500,000 for the Shielding Solutions
Assets as well as the payment of royalties.

Mr. Pernick notes that Parker Hannifin was the only Prospective
Purchaser to conduct extensive due diligence and pursue the
transaction to the point of negotiating an agreement and
estimate that the book value for the tangible Acquired Assets is
approximately $400,000. Accordingly, the Debtors believe in the
exercise of their business judgment that the sale of the
Shielding Solutions Assets to Parker Hannifin pursuant to the
terms of the Asset Purchase Agreement is in the best interest of
the Debtors' estates and creditors. Mr. Pernick states that
Parker Hannifin is willing to pay cash for the Shielding
Solutions Assets and anticipates closing twelve days after entry
of an order approving this Motion and the Debtors believe that
Parker Hannifin is financially capable of consummating the
transaction. The Shielding Solutions Assets do not have any
operational value to the Debtors since the Debtors have
determined that it is in their best interest to divest the
shielding solutions business.

The Debtors also seek authorization, pursuant to section 363 of
the Bankruptcy Code, to sell the Shielding Solutions Assets free
and clear of all liens, claims, and encumbrances with any such
liens, claims, and encumbrances to attach to the proceeds of
sale. Mr. Pernick submits that the Debtors and Parker Hannifin
are aware that an inventor of one of the Assigned Patents and
several of the Licensed Patents has previously disputed the
general assignment of his patent rights to the Debtors contained
in his employment agreement and the specific assignments that he
executed. (Owens Corning Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Seeks Approval to Spend $136M on Tri-Valley Project
----------------------------------------------------------------
Pacific Gas and Electric Company presents Judge Montali with a
request for authorization, pursuant to Sections 363 and 105 of
the Bankruptcy Code, to expend $135.9 million for the
construction of the Tri-Valley Project. The purpose of the
project is to build electric transmission and distribution
facilities to meet the projected electric demand in the cities
of Dublin, Livermore, Pleasanton, and San Ramon, and in portions
of unincorporated Alameda and Contra Costa Counties near these
cities (collectively the Tri-Valley area).

PG&E brings this Motion because the $135.9 million expenditure
contemplated exceeds the project limit for Ordinary Course of
Business authorized pursuant to the Court's Order dated June 29,
2001 upon the Debtor's motion. In broad outline, pursuant to the
Omnibus Cap Ex Motion and Order, PG&E is authorized to proceed
(a) without notice to or approval of the Court or the Committee,
with any project costing less than $10 million, (b) with notice
to and no objection by the Committee, with any project costing
more than $10 million and less than $50 million, and (c) only
upon a motion noticed to the Committee and the United States
Trustee on at least 10 business days' notice and approval of the
Court, with any project anticipated to cost more than $50
million.

Before commencement of its chapter 11 proceeding, PG&E applied
to the CPUC for a Certificate of Public Convenience and
Necessity (a CPCN) for construction of the Tri-Valley Project.
The CPUC issued a final order dated October 10, 2001 approving
the project, subject to PG&E's acceptance of the conditions in
the CPUC Order, which included a "cost cap" at $118,359,015
(approximately $17 million less than PG&E's current estimates of
cost for the project).

On November 29, 2001, PG&E submitted a notice and description of
the Tri-Valley Project to the Committee. On December 12, 2001
the Committee indicated in writing that it had no objection to
the Debtor proceeding with the Tri-Valley Project.

PG&E requests that the Motion be granted notwithstanding the
CPUC's "cost cap".

PG&E contends CPUC's authority to set a "cost cap". The CPUC
asserts such authority under Section 1005.5(a) of the California
Public Utilities Code. PG&E argues that, through the enactment
of AB 1890, the California Legislature created the ISO,
transferred control of the electrical transmission grid from the
CPUC to the ISO, and ordered the ISO to submit control of the
transmission grid to FERC jurisdiction. Therefore, the CPUC
cannot legally constrain transmission cost recovery through the
imposition of a "cost cap," PG&E argues. Moreover, the utility
tells Judge Montali, even if the CPUC has authority to issue a
"cost cap" pursuant to Section 1005.5(a) of the Public Utilities
Code, it may apply to the CPUC for an increase in the cost cap
specified in the CPCN. The CPUC Order recognizes such right,
PG&E tells the Court.

PG&E tells the Court that the project cost estimate has been
increased from the original amount of $81 million as approved by
PG&E's Board of Directors in 1999 to PG&E's current cost
estimate of $135.8 million because PG&E is required to
underground an additional seven miles of transmission lines due
to changes to the Project ordered by the CPUC.

PG&E tells the Court that the Tri-Valley Project is the lowest
cost alternative to serve new electric customer demand in the
Tri-Valley area, in addition to being the only CPUC-certified
approach for providing the electric transmission and
distribution capacity required to serve the projected loads in
the Tri-Valley area. According to PG&E, the overall Tri-Valley
Project has an estimated negative net present value (NPV) of -
$99.4 million, and a present value of revenue requirements
(PVRR) of $167.8 million over the 20-year study period. PG&E
expects to include the cost of transmission facilities in its
base utility revenue requirements and expects to earn the rate
of return authorized by the Federal Energy Regulatory Commission
(FERC). The cost of distribution facilities is expected to be
included in PG&E's base utility revenue requirement and is
expected to earn the rate of return authorized by the CPUC.

PG&E further requests that it receive the approval forthwith
because the Tri-Valley Project already is, behind schedule
because of delays in the CPUC proceedings.

The Tri-Valley area is experiencing rapid development, due to
the extension of mass transportation, favorable land costs and
availability, and relative proximity to the greater Bay Area,
PG&E tells the Court. Several major residential and commercial
developments currently are in the planning, approval or
construction phases, and electric load in the area is expected
to double over the next 15 to 20 years, growing at a rate of 27
megawatts per year, the utility advises. To support the load
growth, the California Independent System Operator (ISO) has
found, and the CPUC has agreed, that substantial additions to
PG&E's transmission and distribution systems will be required to
be in place by summer 2003 and 2004 to meet demand and ensure
system reliability. The Tri-Valley Project, composed of a
Northern and Southern Component, has been designed to solve
transmission and distribution deficiencies in the Tri-Valley
area, PG&E represents to the Court. Pursuant to the ISO's
comprehensive transmission planning and approval process, the
ISO Governing Board on January 27, 2000 approved the Tri-Valley
Project as the preferred transmission alternative to address the
identified reliability concerns on the ISO Grid.

PG&E intends to start construction on June 1, 2002 on the
Vineyard substation, August 1, 2002 on the North Livermore
substation, and June 1, 2003 on the North Dublin substation.
Originally, construction on the Tri-Valley Project was scheduled
to begin in June 2001 so that the Project would become
operational in June 2002. It is already one year behind schedule
due to delays in the CPUC proceedings; to meet the operational
deadlines of summer 2003 and 2004, pre-construction activities
must begin by March 2002 and construction must begin no later
than June 2002, PG&E tells the Court.

PG&E reminds the Court that the utility makes approximately $1.5
billion in capital expenditures in the ordinary course of its
business of providing gas and electric service to its customers.
Accordingly, PG&E believes that the Court plainly can and should
utilize its authority under Section 363 and 105(a) of the
Bankruptcy Code to approve the capital expenditure authorization
for the Tri-Valley Projected requested in the motion. (Pacific
Gas Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PACIFIC GAS: 'Proposed Decision' Issued to Establish Rate Plan
--------------------------------------------------------------
On January 18, 2002, an administrative law judge of the
California Public Utilities Commission issued a proposed
decision (PD) in the CPUC's pending proceeding to determine the
ratemaking for Pacific Gas and Electric Company's retained
generation facilities, including its Diablo Canyon Nuclear Power
Plant and hydroelectric power plants.  The PD was issued as part
of the CPUC's consideration of the Utility's November 2000
emergency application to establish a rate stabilization plan.
The President of the CPUC also issued an alternate PD.

The PD would establish interim cost-of-service revenue
requirements for the costs incurred by the Utility associated
with Utility-owned generation assets and power purchased from
third parties (collectively referred to as "utility retained
generation" or "URG"). The PD proposes to calculate the URG
revenue requirement based on actual and reasonably incurred
costs, including operating expenses, purchased power costs,
depreciation, taxes, and a return on rate base (derived from the
net book value of retained plant). The PD proposes an interim
2002 URG revenue requirement of $2.875 billion for the Utility,
including fuel costs and purchased power costs. Of this amount,
the revenue requirement for Diablo Canyon is proposed to be $393
million. As the PD proposes that the interim URG revenue
requirement would be adjusted in the Utility's next General Rate
Case to reflect actual recorded costs, the PD proposes that the
Utility establish balancing accounts to reflect the difference
between authorized and actual costs. The PD proposes that all
costs, except hydroelectric and fossil power plant operating and
maintenance costs, be subject to reasonableness review. O&M cost
estimates are proposed to be reduced by approximately 2 percent
(or approximately $6 million) to reflect the reduced risk
associated with no reasonableness review. Revenues from plants
under contract with the California Independent System Operator
(ISO) as "must run" facilities are to be used as an offset to
the revenue requirement.

With respect to Diablo Canyon, the PD would supersede an earlier
CPUC order directing the Utility to share the net benefits of
operating Diablo Canyon with ratepayers beginning January 1,
2002. Instead, the PD would place Diablo Canyon on cost-of-
service ratemaking. The PD proposes to use the currently
authorized return on equity (ROE) of 11.22 percent.

The PD would determine the Utility's interim rate base, as of
December 31, 2000, for its fossil and hydroelectric facilities
at $985 million and for Diablo Canyon at $408 million. Diablo
Canyon would be depreciated over 10 years, with the depreciation
rate to be investigated in the Utility's next General Rate Case.

The alternate PD notes that the end-of-year 2000 plant balances
may not be appropriate, as any amounts that should have been
depreciated under the Assembly Bill 1890 transition cost scheme
during 2001 would be transition costs, and thus the proposed
revenue requirement in the PD, $2.875 billion, may reflect
recovery of transition costs. The alternate PD makes clear that
the revenue requirement could be adjusted downward in a future
CPUC decision on the Utility's transition cost recovery.

Both the PD and alternate PD note that any adopted decision
would not set generation rates since the CPUC must also consider
the revenue requirement of the California Department of Water
Resources (DWR) to be recovered from rates collected by the
utilities as agents of the DWR. (On January 8, 2002, the CPUC
issued a proposed decision determining that the DWR's $10
billion revenue requirement for the period from January 2001
through December 2002 would be allocated among the three
California investor-owned energy utilities based on designated
per-kilowatt-hour charges. The Utility's proposed share of the
DWR revenue requirement would be $4.8 billion for the two-year
period.) In addition, both the PD and alternate PD noted that
the CPUC must also address the Utility's transition cost
recovery, the impact of the accounting changes the CPUC adopted
in March 2001, and the status of the rate freeze. The PD and the
alternate PD would require the Utility to establish a balancing
account to track the differences between billed revenues and
authorized revenue requirements.


PACIFICARE HEALTH: Shrugs Off Texas AG's Suit as Lacking Merit
--------------------------------------------------------------
PacifiCare Health Systems issued the following statement in
response to a lawsuit filed Monday by Texas Attorney General
John Cornyn:

     "PacifiCare is shocked and disappointed by the attorney
general's decision to file a lawsuit that has no merit and will
only serve to continue to drive up the cost of health care for
all Texans.

     The facts are clear:

          -- The attorney general is asking PacifiCare to, in
effect, pay medical claims twice, which is not otherwise
required by state law. PacifiCare has already advanced cash
payments on behalf of members to contracted medical groups to
cover the medical services provided on behalf of its members.

          --  When some medical groups faced financial
insolvency, PacifiCare immediately stepped in to ensure that its
members received continuity of health care. In addition, the
company already has made payments to hospitals and doctors in
excess of $43 million, which were otherwise the obligations of
its contracted providers.

          --  PacifiCare has acted responsibly and promptly in
this matter. At this time, it is paying claims on an average of
5 days and is in compliance with TDI regulations regarding
complaint resolution.

          --  PacifiCare has monitored and managed its delegated
networks consistent with state law. The attorney general's
unsubstantiated allegations on this issue are without merit and
the company will defend itself vigorously.

          --  While the company is confident of its legal
position, PacifiCare believes it has financial capacity to cover
liabilities that might arise from this litigation.

     Background:

          --  TDI assumed administrative oversight of PacifiCare
of Texas on Nov. 7, 2000, had complete access to PacifiCare's
books, records and actions, and was directing and approving
PacifiCare's response to clean claims, as well as other issues.
Concurrently, the TDI had jurisdiction over medical groups cited
by the attorney general who were functioning as independent
third-party administrators licensed by the TDI.

          --  The TDI released PacifiCare from oversight in
April 2001 saying that the company had substantially complied
with state regulations and greatly improved its claims handling
capabilities.

          --  On Nov. 27, 2001, PacifiCare filed civil suit
against the State of Texas challenging, among other things, the
validity and constitutionality of the Clean Claims Act, as well
as the jurisdictional basis for the unprecedented, independent
demands of the attorney general. PacifiCare did not pursue this
action in response to good faith settlement discussions it had
completed with the Texas Department of Insurance. At no time,
had the attorney general ever raised issues to PacifiCare with
respect to disruption in patient care, or unresolved member
complaints as stated in his release."

Santa Ana, California-based PacifiCare is a leading US managed
care holding company that is publicly traded on the NASDAQ. As
of June 30, 2001, the Company reported total HMO membership of
3.6 million, total assets of $5.2 billion, and shareholders'
equity of $2 billion. Although ancillary health insurance-
related products are offered, the core managed care product
portfolio consists predominantly of traditional closed-model HMO
offerings. These are offered mainly to commercial accounts and
government beneficiaries in nine states, with a meaningful
concentration in California. At June 30, 2001, the company had a
working capital deficit of $306 million.


PEOPLEPC INC: Vivendi and @viso Disclose 19.9% Equity Stake
-----------------------------------------------------------
In connection with a Put Option Agreement, Vivendi and @viso may
be deemed to be the beneficial owners of approximately 19.9% of
the issued and outstanding shares of common stock of PeoplePC
Inc., based on 114,002,422 outstanding shares of common stock
represented by PeoplePC as outstanding as of December 31, 2001.

Vivendi Universal, S.A. is a societe anonyme organized under the
laws of the Republic of France, and @viso Limited, a company
organized under the laws of the United Kingdom.  Vivendi is one
of the world's leading media and communication companies, with
assets that include the world's largest recorded music company,
one of the largest film libraries in the world and leading
businesses in the telecommunications, television, publishing and
internet industries.  @viso is a joint venture, of which 50% is
owned by Vivendi and 50% is owned by SOFTBANK Holdings (Europe)
Ltd., a wholly-owned subsidiary of SOFTBANK Corp.

Under a Memorandum of Agreement, dated February 20, 2001,
PeoplePC granted to @viso, subject to stockholder approval, an
option to sell to PeoplePC all of the shares held by @viso in
PeoplePC Europe NV, a Dutch company, in exchange for common
stock, such that after the exercise in full of the Put Option,
PeoplePC will own all of the outstanding capital stock of PPC
Europe and @viso will own common stock. The parties entered into
a definitive Put Option Agreement  dated May 30, 2001, and
stockholder approval was received on May 31, 2001. As of January
14, 2002, pursuant to the terms of the Put Option Agreement,
@viso would be entitled to receive up to 28,341,356 shares of
common stock upon exercise in full of its Put Option. Although
@viso has not exercised its Put Option, as of January 14, 2002,
Vivendi and @viso may be deemed to be the beneficial owners of
28,341,356 shares of common stock with a shared right to vote
and dispose or direct the disposition of all such shares.

Concurrently with the execution of the Memorandum of Agreement,
PPC Europe agreed to lend $15,000,000 to PeoplePC to be used for
general corporate and working capital purposes against receipt
of a promissory note of PeoplePC. The Note initially had a 90-
day term, and at maturity became automatically repayable unless
the term is extended by @viso in its sole discretion. Upon
execution of the Put Option Agreement and related documents, the
Note converted into a demand note. The Note bears a market rate
of interest. The Put Option Agreement provides that additional
loans may be made by PPC Europe and PeoplePC UK, Ltd. to
PeoplePC to be used for general corporate and working capital
purposes.

Pursuant to a Stockholder Agreement, dated May 30, 2001, between
PeoplePC, @viso and certain PeoplePC stockholders, each
Stockholder agreed to vote (or cause to be voted) such
Stockholder's shares of common stock in favor of an issuance of
up to 32,628,060 shares of common stock upon the exercise by
@viso of its Put Option. The parties entered into the
Stockholder Agreement to induce @viso to enter into the Put
Option Agreement.

                     Purpose Of Transaction

The purpose or purposes of the transaction was to induce @viso
to agree to the lending of funds from PPC Europe to PeoplePC and
to facilitate the lending of such funds, which funds are to be
used by PeoplePC for general corporate and working capital
purposes.

Upon execution of the Memorandum of Understanding and continuing
until the date @viso exercises its Put Option, PeoplePC agreed
that Frank Boulben, a Vivendi representative on the @viso Board
of Directors, will have the right to participate in and attend
all meetings of the PeoplePC Board of Directors in a non-voting
capacity.

Under the Stockholder Agreement, beginning on the Exercise Date
and continuing until February 20, 2006, at each annual or
special meeting called or action taken for the purpose of
electing Directors to PeoplePC's Board of Directors, PeoplePC
agreed to include a Director nominee designated by @viso and to
solicit proxies in favor of such nominee, and each Stockholder
agreed to vote (or cause to be voted) such Stockholder's shares
in favor of election of such Director nominee designated by
@viso, such that @viso will at all times after the Exercise Date
and until the Termination Date have one Director representative
on the PeoplePC Board of Directors. The Stockholder Agreement
provides that Vivendi has the right to designate @viso's
Director designee.

As of January 14, 2002, pursuant to the terms of the Put Option
Agreement, upon @viso's exercise in full of its Put Option,
@viso would be entitled to receive up to 28,341,356 shares of
common stock. The Put Option may be exercised in two alternative
forms, one which is exercisable for a particular number of
shares and the other which is exercisable for common stock based
on a predetermined cash value subject to a percentage cap. The
Primary Put Option may be exercised by @viso at any time before
the Termination Date. The Secondary Put Option may be exercised
at any time during the 60-day period beginning on February 20,
2006, or during the 60-day period following a Triggering Event
or Change in Control (as such terms are defined in the Put
Option Agreement). Although @viso has not exercised the Put
Option, as of January 14, 2002, Vivendi and @viso, as stated
above, may be deemed to be the beneficial owners of 28,341,356
shares of common stock with a shared right to vote and dispose
or direct the disposition of all such shares.

Pursuant to the Second Amended and Restated Investor Rights
Agreement, dated May 30, 2001, (i) PeoplePC, (ii) certain
holders of PeoplePC Series A Preferred Stock, Series B Preferred
Stock and Series C Preferred Stock (such holders collectively
referred to as the Investors), and (iii) certain other
stockholders who with the Investors were parties to a prior
investor rights agreement with PeoplePC dated April 5, 2001
agreed, among other things, that the Prior Agreement would be
superceded and replaced in its entirety by the Investor Rights
Agreement. PeoplePC further agreed, among other things, that as
a condition to @viso and Softbank entering into the Put Option
Agreement, PeoplePC would grant to each of @viso (and Softbank
to the extent it exercises a warrant described therein) certain
registration rights for shares issued in accordance with the Put
Option Agreement. The execution and delivery of the Investor
Rights Agreement by PeoplePC, @viso, Softbank, and Investors
holding at least a majority of the outstanding Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock is a condition to PeoplePC's, @viso's and Softbank's
obligations under the Put Option Agreement.

PeoplePC sells three-year memberships for about $25 a month and
in return, customers receive a name-brand computer (replaced
every three years) with warranty, Internet access, and access to
its buyer's club, which offers discounts for other businesses
(such as E*TRADE and BUY.COM). The company also sells
memberships just to its buyer's club and has a program that
sells products to businesses' employees. Wholesale distributor
Ingram Micro supplies and distributes PeoplePC's computer
products and processes its orders. Formed in late 1999, PeoplePC
is about 31%-owned by SOFTBANK and its affiliates; co-founder,
chairman, and CEO Nick Grouf owns about 18%. At Sept. 30, 2001,
the company's total liabilities exceeded its total assets by
about $34 million.


PRECISION PARTNERS: S&P Takes Actions Over New $75MM Facility
-------------------------------------------------------------
Standard & Poor's corporate credit and subordinated debt ratings
for Precision Partners Inc., remain on CreditWatch where they
were placed August 16, 2001, however, the implications have been
revised to positive from negative. At the same time, Standard &
Poor's withdrew its senior secured bank loan rating on the
company's $48 million bank credit facility.

The rating actions follow the company's February 5, 2002,
announcement that it has obtained a new $75 million credit
facility. The new facility increases the company's near-term
liquidity and financial flexibility because the $22 million
portion of the revolving credit facility is currently un-drawn.

Hazlet, New Jersey-based Precision Partners is a leading
supplier of precision manufactured metal parts, tooling, and
assemblies for original equipment manufacturers. The company
continues to be negatively affected by weak aerospace and auto
markets, which have caused sales volumes at several of its
subsidiaries to be below expected levels. In addition, the
company has experienced operating inefficiencies (excess
overhead and tooling problems) at its Nationwide truck facility.
As of September 30, 2001, credit protection measures were very
weak, with total debt to EBITDA of about 6.0 times and interest
coverage of about 1.5x.

Standard & Poor's will evaluate Precision Partners' operating
outlook and cash requirements. If it appears that the company
will be able to improve operating performance despite weak
industry fundamentals while maintaining adequate liquidity and
financial flexibility, the ratings could have modest upside
potential.

                 Ratings Still on Creditwatch,
               Implications Revised To Positive

     Precision Partners Inc.
       Corporate credit rating         CCC
       Subordinated debt               CC

                        Rating Withdrawn

     Precision Partners Inc.
       Senior secured rating           CCC+


PSINET INC: Court Extends Lease Decision Period Until July 26
-------------------------------------------------------------
PSINet Inc. and the affiliated Debtors sought and obtained an
order of the Court, pursuant to section 365(d)(4) of the
Bankruptcy Code, further extending the time in which they may
assume or reject their unexpired leases of non-residential real
property through and including, July 26, 2002, without prejudice
to (x) the Debtors' right to seek a further extension of the
Deadline or (y) the right of any lessor to request that the
Deadline be shortened with respect to a particular Unexpired
Lease.

The Debtors have filed motions to reject only a portion of the
unexpired leases of non-residential real property. The Debtors
tell the Court that, given the sheer number of leases at issue
and the Debtors' limited resources, they have been unable to
make reasoned decisions as to whether to assume or reject the
Unexpired Leases within the period provided by the Initial
Extension, and do not want to forfeit their right to assume any
Unexpired Lease as a result of the "deemed rejected" provision
of section 365(d)(4) of the Bankruptcy Code, or be compelled to
assume all such Unexpired Leases in order to avoid rejections,
with the resultant imposition of potentially substantial
administrative expenses on their estates.

William J. Perlstein, Esq., at Wilmer, Cutler & Pickering,
argues that the extension is justified based on the factors that
Courts consider when deciding whether to grant an extension
under section 365(d)(4) of the Bankruptcy Code. First, the
unexpired leases are significant to the Debtors' business and to
their Plan Of Reorganization. Second, the Debtors' cases are
complex and involve a large number of leases. Third, the Debtors
have not had sufficient time to appraise each unexpired lease in
the context of their Plan of Reorganization.

Qwest Communications Corporation, the lessor under two leases
with the Debtors relating to non-residential real properties
known as (i) 4001 Mayflower Road, South Bend, Indiana and (ii)
222 N. Erie Street, Toledo, Ohio and party to various contracts
under which Qwest provides telecommunications services to the
Debtors have made it known that as of December 31, 2001, the
Debtors owed QCC $1,102,893.50 on account of Post-Petition
Obligations. Qwest asks Judge Gerber to order PSINet to timely
pay all post-petition obligations.

Judge Gerber rules that the Debtors is granted the extension to
give them time and opportunity to make an informed decision
regarding whether to assume or reject each of the Unexpired
Leases -- and instructs them to timely pay all of their post-
petition obligations . (PSINet Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ROMACORP INC: S&P Places Low-B Ratings on Watch Negative
--------------------------------------------------------
Standard & Poor's placed its ratings on Romacorp Inc. and parent
Roma Restaurant Holdings Inc. on CreditWatch with negative
implications.

The CreditWatch placement is based on Standard & Poor's concerns
about the company's ability to amend the terms of its credit
agreement before the end of the March 2002 quarter. Romacorp
announced that it does not anticipate it will be in compliance
with the amended terms of its credit agreement, which requires
consolidated EBITDA of $15 million and an interest coverage
ratio of 1.7 times for the 12 months ended March 2002. The
company previously amended its credit agreement in January 2001
to reduce the required consolidated EBITDA to $13 million from
$15 million and to reduce the required interest coverage ratio
to 1.5x from 1.7x. These terms remained in effect for the four
fiscal quarters ended December 2001, but have been reinstated to
previous levels for the quarter ending March 2002.

Credit measures have deteriorated, with EBITDA coverage of
interest at only 1.5x for the 12 months ended December 23, 2001.
This was partially attributable to weakness in the company's
markets that are sensitive to fluctuations in tourism following
the events of September 11, 2001, such as Florida and Las Vegas,
where more than one-third of company-owned restaurants are
located. As a result, comparable-store sales fell 7.4% in
the third quarter of fiscal 2002 after declining 5.0% in the
first half of the fiscal year. In addition, operating margins
decreased to 13.4% from 14.1% the previous year. This resulted
from a significant increase in the cost of baby-back ribs, which
represent about 25% of the cost of sales for the company, and
higher labor and utility costs.

Dallas, Texas-based Romacorp operates and franchises Tony Roma's
restaurants, specializing in baby-back ribs. The company
operates 60 restaurants and franchises 192 restaurants in 29
states and 24 foreign countries and territories.

             Ratings Placed on CreditWatch Negative

     Romacorp Inc.                      RATING
       Corporate credit rating          B
       Senior secured bank loan         B+
       Senior unsecured debt            B

     Roma Restaurant Holdings Inc.
       Corporate credit rating          B


RURAL/METRO: Employee Stock Plan Reports 5.2% Equity Stake
----------------------------------------------------------
Rural/Metro Corporation Employee Stock Ownership Plan holds
791,551 shares of the common stock of Rural/Metro Corporation.
The Stock Ownership Plan shares voting power, but holds sole
dispositive power over the stock held.  791,551 shares represent
5.2% of the outstanding common stock of Rural/Metro Corporation.
Participants under the plan have voting power as to shares
allocated to their account and the plan administrator has voting
power as to unallocated shares and as to any shares for which
participants have chosen not to vote.  Rural/Metro Corporation's
business address is Scottsdale, Arizona.

Rural/Metro provides ambulance, fire protection, and other
safety-related services to municipal, residential, commercial,
and industrial customers in the US. One of the largest ambulance
service providers in the US, the company responds to emergency
calls and offers non-emergency transport between care
facilities. Fees collected for ambulance services account for
some 80% of sales. Rural/Metro also provides municipal and
commercial firefighting services and trains firefighters for
industrial manufacturing facilities. The company provides its
services to more than 400 communities in about 25 US states, as
well as in South America. At September 30, 2001, the company's
balance sheet showed that its total liabilities exceeded its
total assets buy $123 million.


SAFETY-KLEEN CORP: Proposes Claim Objection Settlement Protocol
---------------------------------------------------------------
Michael W. Yurkewicz, Esq., at Skadden, Arps, Slate, Meagher &
Flom, presents Judge Wash with Safety-Kleen Corp.'s proposal to
settle -- without further court approval -- Prepetition Claims
to which the Debtors have objected and to establish uniform
Notice Procedures of those settlements.

The Debtors remind Judge Walsh that, by order dated August 11,
2000, he established October 31, 2000 at 4:00 p.m. as the last
date and time for the filing of proofs of claim in these chapter
11 cases. Notice of the Bar Date was (a) mailed to all known
creditors of the Debtors and (b) published in national editions
of The Wall Street Journal and The New York Times.  In addition,
the bar date for governmental units pursuant to section
502(b)(9) of the Bankruptcy Code was established as December 6,
2000 at 4:00 p.m., prevailing Eastern Time.

To date, in excess of 17,300 proofs of claim have been filed
against the Debtors in these cases.

The Debtors and their advisors are in the process of reconciling
the Proofs of Claim against the Debtors' books and records. The
Debtors have determined that many of the Proofs of Claims are
subject to objection.  With respect to the Debtors' omnibus
objections that have been filed to date, the Debtors have
received numerous responses, many of which are yet to be
resolved. Over the course of these cases, the Debtors expect to
file objections to thousands of Proofs of Claim.

Authorizing the Debtors to expeditiously resolve disputes with
respect to such Prepetition Claims without first having to
obtain court approval for each proposed settlement will greatly
ease the administrative burdens that otherwise would be imposed
on the Debtors and the Court. Given the sheer number of Proofs
of Claim filed in these cases, providing the Debtors with a
mechanism to promptly settle and dispose of the majority of the
disputed Prepetition Claims without the expense and burden on
the parties and the Court arising from the need to obtain court
approval of each such settlement will allow the Debtors to focus
their energies on the more pressing and core aspects of the
reorganization process.

Accordingly, the Debtors request authorization to implement
procedures to expedite the settlement of the Prepetition Claims
(other than environmental claims) without incurring the undue
expense of obtaining court approval for each settlement. In
conjunction with this request, the Debtors propose the
implementation of the Notice Procedures, which are designed to
afford all affected parties an opportunity to review the
Proposed Settlements and, if any affected party deems it
necessary, to object.

                     The Notice Procedures

The Debtors propose that, with respect to the settlement of the
Prepetition Claims (other than environmental claims), notice
procedures be implemented in lieu of the requirement of seeking
court approval imposed under Bankruptcy Rule 9019(a):

       a. The Debtors shall give notice of the proposed
settlements to (i) the Office of the United States Trustee; (ii)
counsel for the Creditors' Committee; (iii) counsel for the
prepetition agent; and (iv) counsel to the postpetition Lenders.
Notices shall be served by facsimile, so as to be received by
5:00 p.m. (Eastern Time) on the date of service. The Notice
shall specify (1) the Prepetition Claim to be compromised and
settled, including the asserted amount of such claim, (2) the
identity of the particular Debtor settling such Prepetition
Claim, (3) the identity of the claimant (including a statement
of any connection between the claimant and the Debtors), (4) the
terms of the Proposed Settlement, and (5) a brief statement of
the basis for the settlement.

       b. The Notice Parties shall have seven business days
after the Notices are sent to object or to request additional
information to evaluate the Proposed Settlement if the
difference between the Proposed Settlement and the scheduled
amount (or, if not scheduled or scheduled as unliquidated,
contingent or disputed, the amount asserted in a Proof of Claim)
is less than $50,000.  For purposes of this Motion "scheduled
amount" shall mean the amount set forth in the Debtors'
schedules for any liquidated, non-contingent and undisputed
claim.

       c. The Notice Parties shall have ten business days after
the Notices are sent to object or to request additional
information to evaluate the Proposed Settlement if the
difference between the Proposed Settlement and the scheduled
amount (or, if not scheduled or scheduled as unliquidated,
contingent or disputed, the amount asserted in a Proof of Claim)
is $50,000 or more.

       d. A Notice Party must submit an objection or request for
additional time in writing to Skadden, Arps, Slate, Meagher &
Flom, Four Times Square, New York, New York 10036-6522 Attn:
Stephanie R. Feld, Esq.  If SASM&F receives no written objection
or written request for additional time prior to the expiration
of the applicable period, Proposed Settlements shall be deemed
consented to by the Notice Parties and the Debtors shall be
authorized to consummate the Proposed Settlements, provided,
however, that no amounts shall be paid with respect to such
settled Prepetition Claims except in accordance with a confirmed
plan of reorganization in the Debtors' chapter 11 cases. If a
Notice Party provides a written request to SASM&F for additional
time to evaluate the Proposed Settlement, such Notice Party --
and only such Notice Party -- shall have an additional ten
business days from the expiration date of the applicable period
to object to the Proposed Settlement or such additional time as
such Notice Party and the Debtors may agree.

       e. If a Notice Party objects to the Proposed Settlement
within the applicable period after the Notice is sent (or, in
the case of a Notice Party that has timely requested additional
time to evaluate the Proposed Settlement, within the additional
ten business day review period or such other review period upon
which such Notice Party and the Debtors have agreed), the
Debtors and such objecting Notice Party shall use good faith
efforts to consensually resolve the objection. If the Debtors
and such objecting Notice Party are unable to achieve a
consensual resolution, the Debtors shall not proceed with the
Proposed Settlement pursuant to these procedures, but may seek
court approval of the Proposed Settlement upon notice and a
hearing.

       f. Nothing in the foregoing Notice Procedures shall
prevent the Debtors, in their sole discretion, from seeking
court approval at any time of any Proposed Settlement upon
notice and a hearing.

The Debtors propose to follow the Notice Procedures to provide
information which may be of interest to the affected parties in
these chapter 11 cases while providing an expedient method of
resolving such Prepetition Claims.

                    The Debtors' Arguments

Section 105(a) of the Bankruptcy Code allows this Court to
"issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions of [the Bankruptcy
Code]." 11 U.S.C.  105(a). Under section 105(a) of the
Bankruptcy Code, the Court has expansive equitable powers to
fashion any order or decree that is in the interest of
preserving or protecting the value of the debtors' assets.
Bankruptcy Rule 9019(b) provides, in part, that "[a]fter a
hearing on such notice as the court may direct, the court may
fix a class or classes of controversies and authorize the
trustee to compromise or settle controversies within such class
or classes without further hearing or notice."

Allowing the Debtors to consummate the Proposed Settlements
through the use of the Notice Procedures and without court
approval constitutes the most efficient and cost-effective means
of resolving such Prepetition Claims. Obtaining court approval
of each Proposed Settlement would result in burdensome
administrative expenses such as the time and cost of drafting,
serving and filing pleadings and the time incurred by attorneys
in preparing for, and appearing at, court hearings.

Moreover, the Debtors often face stringent time constraints in
meeting the deadlines established by claimants. The expedited
procedures set forth in this Motion will permit the Debtors to
be responsive to the needs of interested claimants, thereby
guarding against lost settlements, while still providing for a
review of the Proposed Settlements by the affected parties.
Indeed, the proposed Notice Procedures provide an effective
mechanism through which the affected parties can be apprised of
the Proposed Settlements, properly evaluate them and, if they
deem it necessary, lodge objections.

Moreover, the Debtors shall negotiate all settlements with the
holders of such Prepetition Claims in good faith and at arm's-
length.

Accordingly, the Debtors assure Judge Walsh that the relief
requested in this Motion by the Debtors constitutes the sound
exercise of business judgment and is in the best interest of its
estates and creditors. (Safety-Kleen Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SEPRACOR: Offering $500MM 5-3/4% Convertible Subordinated Notes
---------------------------------------------------------------
Sepracor Inc. is offering $500,000,000 principal amount of 5-
3/4% Convertible Subordinated Notes with Auto-Conversion
provision due 2006 (SNAPS).  (8,333,333 shares of common stock,
$0.10 par value per share.)

The principal terms of the 5 3/4% convertible subordinated notes
(SNAPS) with auto-conversion provisions due 2006, include the
following:

Interest:          Interest accrues from November 14, 2001 at
                   the rate of 5-3/4% per year, payable semi-
                   annually on each May 15 and November 15,
                   beginning May 15, 2002.

Maturity Date:     The SNAPs mature on November 15, 2006, unless
                   earlier converted, redeemed or repurchased.

Conversion Rate:   The SNAPs are convertible at a rate of $60.00
                   in principal amount per share of common
                    stock, subject to adjustment.

Automatic Conversion: Sepracor may elect to automatically
                    convert some or all of the SNAPs on or
                    prior to maturity if the closing price of
                    its common stock has exceeded 145% of the
                    conversion price, or $87.00, for at least 20
                    out of 30 consecutive trading days
                    ending within five trading days before the
                    notice of automatic conversion. If Sepracor
                    elects to convert some or all of the SNAPs
                    prior to November 15, 2002, the Company
                    will also make an additional payment on the
                    SNAPs.

Subordination:      The SNAPs rank on parity with:

                      - the Company's $300 million of 7%
                        convertible subordinated debentures due
                        2005; and

                      - the Company's $460 million of 5%
                        convertible subordinated debentures due
                        2007.

                     The SNAPs are effectively subordinated to
                     all of Sepracor's other Indebtedness and
                     liabilities and does not restrict its
                     ability to incur additional Indebtedness

Optional Redemption: Sepracor may redeem some or all of the
                     SNAPs at any time on or after November 20,
                     2002 at a redemption price equal to 100%
                     of the principal amount plus accrued and
                     unpaid interest.

The SNAPs are currently designated for trading on the Private
Offerings, Resales and Trading through Automated Linkages, or
Portal-SM-, Market.  Sepracor's common stock is traded on the
Nasdaq National Market under the symbol "SEPR". On January 8,
2002, the last reported sale price for its common stock on the
Nasdaq National Market was $55.04 per share. The securities
offered may be offered in negotiated transactions or otherwise,
at negotiated prices or at the market prices prevailing at the
time of sale.

Sepracor develops and commercializes new, patented forms of
existing pharmaceuticals by purging them of nonessential -- or
even deleterious -- molecules. Compared to their traditional-
compound counterparts, Sepracor's products (called improved
chemical entities, or ICEs) can reduce side effects, provide new
uses, and improve safety, performance, and dosage. Sepracor
focuses its ICE efforts on gastroenterology, neurology,
psychiatry, respiratory care, and urology. The firm is also
developing its own new drugs to treat infectious diseases and
central nervous system disorders. At Sept. 30, 2001, the
company's balance sheet showed a total shareholders' equity
deficiency of $227 million.


SPHERA OPTICAL: Commences Reorganization Under Chapter 11
---------------------------------------------------------
To support the next phase of its grooming strategy that will
improve margins, Universal Access (Nasdaq: UAXS) announced that
it has agreed to acquire the metropolitan, fiber-optic ring
assets of Sphera Optical Networks as part of Sphera's
reorganization filing under Chapter 11 of the U.S. bankruptcy
code. Universal Access, a specialist in connectivity services
for clients worldwide, expects to increase its margin by
consolidating its connectivity services onto these rings.

Through Monday's filing, Universal Access expects to purchase
seven of Sphera's metro core optical rings, which are already
interconnected with Universal Access' Universal Transport
Exchanges(SM) (UTX(SM)). The acquisition, which is subject to
bankruptcy court approval, is expected to be complete within 90
days. With the new rings, Universal Access will double its
physical footprint, adding 21 active nodes to the network, which
will act as extensions to Universal Access' UTXs. The rings,
located in New York City, New Jersey, Washington D.C., Virginia,
Dallas, Chicago, and Los Angeles are positioned in high-traffic
cities for Universal Access' customers.

"This potential acquisition will accelerate the deployment of
our grooming initiative. Rather than building the network
extensions through 2002, we are excited about taking advantage
of these opportunities immediately," said Bob Rainone, chief
operating officer, Universal Access.

Universal Access is able to improve its gross margins by
aggregating circuits. By consolidating a number of circuits that
travel between two common locations, Universal Access can move
that traffic onto a bigger pipe between those locations,
reducing its costs by eliminating the costs for individual
pipes.

"This purchase is a natural progression for us due to the
synergies between Universal Access and Sphera. We have a fairly
similar customer base and are extremely familiar with Sphera's
systems, ensuring that we are gaining quality customers and
purchasing a top network," stated Rainone. "We are committed to
maintaining the excellent relationship with Sphera's customers
and ensuring no disruptions to their business operations."

"In addition, since Sphera's metro optical network is already
interconnected with our UTX facilities, current Sphera customers
will immediately be able to leverage Universal Access' expansive
network allowing those customers to interconnect to all the
Universal Access suppliers without the need to expend additional
capital to build-into Universal Access UTX sites," continued
Rainone.

Universal Access' first network grooming project, announced on
its third quarter financial results call, consisted of
consolidating several circuits between the three New York City
UTX sites onto a higher capacity facility. As additional
equipment is installed in UTX facilities and other grooming
projects, such as the Sphera opportunity, are implemented, gross
margin is expected to grow from current levels to mid-to-high
40% by the end of 2003.

Universal Access will hold a conference call on Tuesday, Feb. 12
at 8 a.m. Central to offer additional information and answer
questions.  The call-in number is (334) 323-4046, with a
passcode of 1543606.  A free webcast will also be available and
will include slides that accompany the discussion.   The webcast
audio and slides can be accessed by visiting the Investors
section of Universal Access' Web site at
http://www.universalaccess.netand clicking on the Conference
Call menu item on the left-hand side of the page. If you are
unable to participate during the live webcast, a replay will be
available on Universal Access' Web site for one week after the
webcast. The discussion may include forward-looking information,
such as guidance regarding future results.

Universal Access (Nasdaq: UAXS) specializes in
telecommunications procurement services for clients worldwide.
The company is dedicated to alleviating communication
bottlenecks by leveraging its proprietary databases and
multiple-vendor assets in combination with its strategically
deployed network interconnection facilities. By quickly
interconnecting the networks of competing global service
providers, Universal Access enables greater speed to revenue for
clients by timely and cost-effectively extending their networks
and maximizing their current assets. Universal Access' customers
reflect the cream of the crop of carriers and ISPs, including
UUNet, AT&T, Worldcom, BCE Nexxia, Microsoft, Level3 and
Broadwing. Universal Access Global Holdings is headquartered in
Chicago, Ill. For more information, visit
http://www.universalaccess.net

Sphera Optical Networks is a leading provider of high capacity,
metro core networks. The company builds and operates networks
that solve the challenges associated with metro-bandwidth-
bottlenecks and the increasing demand for connectivity and
access in metro markets. For more information, visit
http://www.spheranetworks.com


STANDARD AUTOMOTIVE: Appoints John Elliott to Lead Restructuring
----------------------------------------------------------------
Standard Automotive Corporation (AMEX: AJX) announced that its
Board of Directors had named current director John E. Elliott II
as Chairman.

The Board also appointed Mr. Elliott as Chief Restructuring
Officer. In addition, Standard announced that the Board of
Directors has removed James F. O'Crowley, III from the positions
of Chief Executive Officer and President. Karl M. Massaro,
Steven J. Merker and Joseph Spinella have resigned from the
Board of Directors.  Mr. O'Crowley is obligated to resign from
the Board pursuant to the terms of his employment contract.

Standard Automotive Corporation is a diversified company with
production facilities located throughout the United States,
Canada and Mexico. Standard manufactures precision products for
aerospace, nuclear, industrial and defense markets, and it
builds a broad line of specialized dump truck bodies, dump
trailers, and related products. At September 30, 2001, the
company had a working capital deficit of about $90 million, and
a total shareholders' equity deficiency of $11 million.


STOCKWALK GROUP: Sells Online Trading Unit for $1.25MM + Shares
---------------------------------------------------------------
Stockwalk Group, Inc., announced that its wholly-owned
subsidiary, Stockwalk.com, Inc. (NYSE: STOK), has agreed to sell
substantially all of its assets to J.B. Oxford, Inc.
Stockwalk.com, Inc. will receive $1,250,000 in cash and $850,000
in J. B. Oxford common stock, subject to certain adjustments.
The transaction is expected to close in early March 2002.  The
transaction is subject to the terms specified in the asset
purchase agreement and other customary closing conditions.

David B. Johnson, the Chief Executive Officer of Stockwalk
Group, said that the sale was agreed to in connection with the
restructuring of the Company.  "We were seeking a buyer who
would be able to provide the level of service that Stockwalk.com
clients currently experience," said Randy Nitzsche, President of
Stockwalk.com, the discount subsidiary of Stockwalk Group, Inc.
"We're confident that JB Oxford can deliver this experience to
our clients."

Based in Minneapolis, Minn., Stockwalk Group, Inc. is the parent
company of Miller Johnson Steichen Kinnard, Inc., a full-service
brokerage firm of 300 investment executives in six states; and
Stockwalk.com, Inc., an online trading company (AOL keyword:
Stockwalk). Stockwalk Group, Inc. common stock trades on the
Nasdaq Stock Market under the symbol STOK.  Its broker dealer
subsidiaries are members of the National Association of
Securities Dealers (NASD) and the Securities Investor Protection
Corporation (SIPC). For more information, visit
http://www.stockwalkgroup.comor contact mkyler@stockwalk.com


TRANSIT GROUP: PricewaterhouseCoopers Bows Out as Auditors
----------------------------------------------------------
On January 21, 2002, PricewaterhouseCoopers LLP resigned as the
independent accountants of Transit Group, Inc.  The report of
PricewaterhouseCoopers on the financial statements for the year
ended December 31, 2000 included an explanatory paragraph
regarding Transit Group's ability to continue as a going
concern.

In connection with its audit of the financial statements for the
year ended December 31, 2000, PricewaterhouseCoopers
communicated to the Company, and its Audit Committee, certain
matters involving Transit Group's internal control structure and
its operation that PricewaterhouseCoopers considered to be
material weaknesses; namely the performance of account analyses
and account reconciliations on a timely basis, and the inability
of the Company to prepare external financial statements on a
timely basis.

Transit Group, Inc., headquartered in Atlanta, Georgia, is one
of the largest truckload companies in the United States, with
operations in 48 states. The company filed for Chapter 11
reorganization on Dec. 28, 2001, in the U.S. Bankruptcy Court
for the Middle District of Florida.


WASH DEPOT: Wants Exclusive Period to Run through May 29
--------------------------------------------------------
Wash Depot Holdings, Inc. and 28 of its direct and indirect
debtor-subsidiaries ask the U.S. Bankruptcy Court for the
District of Delaware to enlarge their exclusive periods.  The
Debtors want their plan filing exclusivity period to run through
May 29, 2002 and their time to garner votes in support of that
plan extended through July 29, 2002.

The Company aims to seek a negotiated, consensual plan. But
considering the magnitude of the claims and the complexity of
the issues, the Company will need a sufficient period of time
for these negotiations to take place. The Debtors assert that it
is appropriate that they be given additional time to complete
these negotiations and arrive a consensual plan, as intended.

Wash Depot Holdings, Inc. which provides car washing services,
filed for chapter 11 protection on October 1, 2001. Michael R.
Lastowski, Esq. at Duane, Morris & Heckscher LLP and Daniel C.
Cohn, Esq. at Cohn, Kelakos, Khoury, Madoff & Whitesell LLP
represent the Debtors in their restructuring efforts.


WESTERN WIRELESS: Stanton & Gillespie Disclose 9.7% Equity Stake
----------------------------------------------------------------
John W. Stanton and Theresa E. Gillespie beneficially own
7,628,690 shares of the common stock of Western Wireless
Corporation with shared voting and dispositive powers.  The
amount held represents 9.7% of the outstanding common stock of
Western Wireless.

Mr. Stanton and Ms. Gillespie are husband and wife whose
business address is Bellevue, Washington.  Mr. Stanton is the
Chairman and Chief Executive Officer of Western Wireless
Corporation, which is a provider of wireless communications
services in the United States principally through the ownership
and operation of cellular systems.  Mr. Stanton is also the
Chief Executive Officer and a Director of VoiceStream Wireless
Corporation, a national provider of personal communications
service in the United States using GSM wireless technology,
which also has a principal business address in Bellevue,
Washington. Ms. Gillespie is the Executive Vice President and a
Director of Western Wireless.

The 7,628,690 shares of Class A common stock consists of (i)
1,686,069 shares of Class B common stock held of record by PN
Cellular, Inc. which is substantially owned and controlled by
Mr. Stanton and Ms. Gillespie; (ii) 1,274,519 shares of Class B
common stock held of record by Stanton Communications
Corporation, which is substantially owned and controlled by Mr.
Stanton and Ms. Gillespie; (iii) 1,348,619 shares of Class A
common stock and 3,025,668 shares of Class B common stock held
by Mr. Stanton and Ms. Gillespie as joint tenants; (iv) 64,437
shares of Class B common stock held of record by The Stanton
Family Trust; and (v) an aggregate of 229,378 shares of Class A
common stock issuable upon exercise of stock options granted to
Mr. Stanton or Ms. Gillespie, which are exercisable within 60
days.  Mr. Stanton and Ms. Gillespie share voting and investment
power with respect to the shares jointly held by them, as well
as the shares held of record by PN Cellular, SCC and The Stanton
Family Trust. The Company has two classes of common stock, Class
A common stock and Class B common stock. Other than with respect
to voting rights and conversion, the Class A common stock and
Class B common stock have identical rights. The Class A common
stock has one vote per share and the Class B common stock has
ten votes per share. Shares of Class B common stock generally
convert automatically into shares of Class A common stock on a
share-for-share basis immediately upon any transfer of the Class
B common stock other than a transfer from an original holder of
Class B common stock to certain affiliates of such holder. Class
B common stock also is convertible into shares of Class A common
stock on a share-for-share basis at any time at the option of
the holder.

On January 9, 2002, Mr. Stanton and Ms. Gillespie purchased
150,000 shares of Class A common stock at a price of $19.8029
per share. On January 10, 2002, they purchased 50,000 shares of
Class A common stock at a price of $18.7715 per share. On
January 16, 2002, they purchased 103,000 shares of Class A
common stock at a price of $16.6859 per share. On January 17,
2002, they purchased 47,000 shares of Class A common stock at a
price of $16.4706 per share. On January 18, 2002, they purchased
200,000 shares of Class A common stock at a price of $14.7654
per share. On January 28, 2002, they purchased 210,400 shares of
Class A common stock at a price of $10.5897 per share. On
January 29, 2002, they  purchased 239,600 shares of Class A
common stock at a price of $8.1165 per share. All of the above
purchases were open market purchases.

Western Wireless, the cellular phone service provider, has more
than 1 million subscribers, primarily in rural areas, in 19
western US states. Service is offered under the Cellular One
brand. Western Wireless has rolled out wireless local loop (WLL)
on a limited scale, allowing customers to use their home phones
on a cellular network, and it offers competitive local phone
service in areas of Kansas and Minnesota. Subsidiary Western
Wireless International operates wireless networks that serve
more than 1.3 million customers in 10 countries. As of Sept. 30,
2001, the company's balance sheet showed that its total
liabilities exceeded total assets by $248 million. At the same
date, the company's working capital deficit stood at $71
million.


WORLD WIDE WIRELESS: Esquire Finance Reports 9.99% Equity Stake
---------------------------------------------------------------
Esquire Finance & Trade Inc. beneficially owns 28,012,742 shares
of the common stock of World Wide Wireless Communications, Inc.,
representing 9.99% of the outstanding common stock of the
Company.  Esquire holds sole voting and dispositive power over
the total number of shares held.

In February of 1997, Worldwide Wireless, Inc., a Nevada
corporation, was formed to coordinate the operations of TSI
Technologies, Inc., a Nevada corporation, and National Micro
Vision Systems, Inc., a Nevada corporation. Its purpose was to
complete the development of its patented advanced distributed
wireless telephone and network designs and to finance,
manufacture, and market these units and systems. TSI
Technologies, Inc., was the research and development company
formed for the purpose of creating and developing the
distributed wireless call processing system. National Micro
Vision Systems, Inc. was formed to operate a network of wireless
Internet sites. In April of 1998, Worldwide Wireless, Inc., TSI
Technologies, Inc. and National Micro Vision Systems, Inc.
acquired Upland Properties, Inc., a Nevada corporation, for
stock and transferred their assets to Upland Properties, Inc.
Upland Properties, Inc. then changed its name to World Wide
Wireless Communications, Inc. and began trading on the OTC
Bulletin Board under the symbol WLGS. National Micro Vision
Systems, Inc. is now completely separate from and unrelated to
us.

As of September 30, 2001 the company's total working capital was
deficient in the amount of $1,916,398. During 2001 and 2000, it
experienced continuing cash shortages due to an insufficient
subscriber base. The resulting cash shortages rendered the
company unable to advertise and aggressively promote its
services. Because the company has not received sufficient
revenues from operations and do not anticipate receiving
sufficient revenues for the next 12 months from operations, it
will need to obtain substantial funding from external sources
over the next twelve months to finance our current operations.


ZANY BRAINY: Lease Decision Extension Hearing Set for Feb. 26
-------------------------------------------------------------
Zany Brainy, Inc. and its Debtor-Affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
period within which they must decide to assume, assume and
assign, or reject unexpired nonresidential real property leases.
The Debtors wants their Lease Decision Period to run through
April 8, 2002. A hearing on the motion is scheduled on February
26, 2002 at 8:30 a.m.

Although the Debtors have made significant progress in analyzing
their lease, there are still several unexpired leases which are
most significant and valuable assets in the Debtors' estates.

The Plan submitted by the Debtors in their chapter 11 cases
provides that any Unexpired Lease that has not been assumed or
rejected before the Confiramtion Date, shall be deemed rejected.
In the event that the Court does not consider the Plan before
the Extension Date, the Debtors require an extension to preserve
the value of the Unexpired Leases.

Zany Brainy, Inc., a retailer of toys, games, books and
multimedia products for kids, filed for chapter 11 protection on
May 15, 2001.  Mark D. Collins, Esq. and Daniel J. DeFranceschi,
Esq. at Richards Layton & Finger, P.A. represent the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $200,862,000 in assets
and $131,283,000 in debts.


* Meetings, Conferences and Seminars
------------------------------------
February 25-26, 2002
   American Conference Institute
      Chapter11 Bankruptcy
         Hyatt Regency in Los Angeles, California
            Contact: 1-888-224-2480 or
            www.americanconference.com/conferences/bankruptcy/

February 27-28, 2002
    Information Management Network
       The Distressed Real Estate Symposium
          Crowne Plaza, New York, New York
             Contact: 1-212-768-2800 or dgleyzer@imn.org

February 28-March 1, 2002
   ALI-ABA
      Corporate Mergers and Acquisitions
         Renaissance Stanford Court, San Francisco, CA
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

March 3-4, 2002
   Association of Insolvency and Restructuring Advisors
      Business Valuation Conference (Held in conjunction with
      The Norton Bankruptcy Litigation Institute I)
         Park City Marriott, Park City, UT
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

March 3-6, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute I
         Park City Marriott Hotel, Park City, Utah
            Contact:  770-535-7722 or Nortoninst@aol.com

March 7-8, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Third Annual Conference on Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

March 8, 2002
   American Bankruptcy Institute
      Bankruptcy Battleground West
         Century Plaza Hotel, Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 14-15, 2002
   American Conference Institute
      Commercial Loan Workouts
         The New York Marriott Marquis in New York City
            Contact: 1-888-224-2480 or
                     www.americanconference.com

March 20-23, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Meeting
         Sheraton El Conquistador Resort & Country Club
         Tucson, Arizona
            Contact: 312-822-9700 or info@turnaround.org

April 11-14, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Norton Bankruptcy Litigation Institute II
         Flamingo Hilton, Las Vegas, Nevada
            Contact:  770-535-7722 or Nortoninst@aol.com

April 18-21, 2002
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 25-27, 2002
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Rittenhouse Hotel, Philadelphia
            Contact:  1-800-CLE-NEWS or http://www.ali-aba.org

May 13, 2002 (Tentative)
   American Bankruptcy Institute
      New York City Bankruptcy Conference
         Association of the Bar of the City of New York
         New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 15-18, 2002
   Association of Insolvency and Restructuring Advisors
      18th Annual Bankruptcy and Restructuring Conference
         JW Marriott Hotel Lenox, Atlanta, GA
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

May 26-28, 2002
   International Bar Association
      International Insolvency 2002 Conference
         Dublin, Ireland
            Contact: Tel +44 207 629 1206 or member@int-bar.org
            or http://www.ibanet.org

June 6-9, 2002
   American Bankruptcy Institute
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 20-21, 2002
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Fifth Annual Conference on Corporate Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524 or ram@ballistic.com

June 27-30, 2002
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or Nortoninst@aol.com

July 11-14, 2002
   American Bankruptcy Institute
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Cape Cod, MA
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 17-19, 2002
   Association of Insolvency and Restructuring Advisors
      Bankruptcy Taxation Conference
         Snow King Resort, Jackson Hole, WY
            Contact: (541) 858-1665 Fax (541) 858-9187 or
            aira@airacira.org

August 7-10, 2002
   American Bankruptcy Institute
      Southeast Bankruptcy Conference
         Kiawah Island Resort, Kiawaha Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 9-11, 2002
   INSOL International
      Annual Regional Conference
         Beijing, China
            Contact: tina@insol.ision.co.uk or
                 http://www.insol.org

October 24-28, 2002
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Conference
         The Broadmoor, Colorado Springs, Colorado
            Contact: 312-822-9700 or info@turnaround.org

December 5-8, 2002
   American Bankruptcy Institute
      Winter Leadership Conference
         The Westin, La Paloma, Tucson, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 10-13, 2003
   American Bankruptcy Institute
      Annual Spring Meeting
         Grand Hyatt, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 3-7, 2003
   American Bankruptcy Institute
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   American Bankruptcy Institute
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 2-4, 2004
   American Bankruptcy Institute
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Ronald P. Villavelez and Peter A. Chapman, Editors.

Copyright 2002.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.  Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.

The TCR subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                     *** End of Transmission ***